SEC Form 4 · accession 0001209191-19-007543
MINDBODY, Inc. · MB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brett T White
Officer — CFO & COO
Period of report
Feb 1, 2019
Accepted (ET)
Feb 5, 2019 · 7:32 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001458962
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2 | Feb 1, 2019 | A | 49,315 | $0.00 | A | 163,813 | D | |
| Class A Common StockF2 | Feb 1, 2019 | C | 10,000 | $0.00 | A | 173,813 | D | |
| Class A Common StockF5,F2 | Feb 1, 2019 | S | 10,000 | $36.408 | D | 163,813 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy) | $7.708 | Feb 1, 2019 | M | 10,000 | D | Jun 24, 2016 | Jun 27, 2023 | Class B Common Stock | 10,000 | 39,467 | D |
| Class B Common StockF6 | — | Feb 1, 2019 | M | 10,000 | A | — | — | Class A Common Stock | 10,000 | 10,000 | D |
| Class B Common StockF6 | — | Feb 1, 2019 | C | 10,000 | D | — | — | Class A Common Stock | 10,000 | 0 | D |
Explanation of responses
- F1The reported securities represent an award of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. Subject to the Reporting Person's continuing to be a Service Provider (as defined in the 2015 Equity Incentive Plan) through each applicable vesting date, the RSUs subject to the award will vest as follows: one-fourth (1/4th) of the RSUs will vest on February 20, 2020, and one-fourth (1/4th) of the RSUs will vest on each successive February 20 thereafter (or, if the 20th day of the month is not a market trading day, then the vesting date will be the first trading day following the 20th day of the month).
- F2Includes 144,739 RSUs, where each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
- F3Each share of Class A Common Stock was issued upon the conversion of one share of Class B Common Stock at the election of the Reporting Person.
- F4The sales reported on the Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
- F5The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $36.38 to $36.49, inclusive. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.
- F6Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.