SEC Form 4 · accession 0001209191-19-011863
MINDBODY, Inc. · MB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark Andrew Baker
Officer — Chief Revenue Officer
Period of report
Feb 15, 2019
Accepted (ET)
Feb 20, 2019 · 9:19 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,F3 | Feb 15, 2019 | D | 76,230 | — | D | 0 | 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)F5,F4 | $33.45 | Feb 15, 2019 | D | 34,298 | D | — | Feb 20, 2028 | Class A Common Stock | 34,298 | 0 | D |
Explanation of responses
- F1Includes 75,930 unvested restricted stock units ("RSUs").
- F2Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated December 23, 2018, by and among MINDBODY, Inc., a Delaware corporation (the "Issuer"), Torreys Parent, LLC ("Parent"), and Torreys Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), on February 15, 2019, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each of the unvested RSUs was cancelled and replaced with the right to receive $36.50 in cash, without interest, subject to the Reporting Person's continued service with Parent and its affiliates (including the Issuer and its subsidiaries) through the applicable vesting dates, which payment shall be made on the same vesting schedule and subject to the same terms and conditions as the unvested RSUs would have been.
- F3In connection with the Merger, each share of Class A Common Stock was cancelled and converted into the right to receive $36.50 in cash, without interest, per share, subject to the terms and conditions of the Merger Agreement.
- F41/4 of the shares subject to the option vest on February 20, 2019, and 1/48 of the shares vest monthly thereafter.
- F5At the Effective Time, each of the unvested options was cancelled and and replaced with the right to receive a cash payment equal to the product of (i) the aggregate number of shares subject to such option, multiplied by (ii) $36.50 less the applicable per share exercise price under such option, subject to any applicable withholding taxes, which cash payment will, subject to the Reporting Person's continued service with Parent and its affiliates (including the Issuer and its subsidiaries) through the applicable vesting dates, vest and be payable at the same time as the unvested option would have vested.