SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WHITE BRETT T

(Last)

(First)

(Middle)

4051 BROAD STREET

SUITE 220

(Street)

SAN LUIS OBISPO

93401

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MINDBODY, Inc. [ MB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO & COO

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	02/15/2019		D		163,813⁽¹⁾⁽²⁾	D	⁽²⁾⁽³⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$7.708	02/15/2019		D			39,467	⁽⁴⁾	06/27/2023	Class B Common Stock⁽⁵⁾	39,467	⁽⁶⁾	0	D
Employee Stock Option (Right to Buy)	$11.52	02/15/2019		D			25,000	⁽⁴⁾	02/06/2024	Class B Common Stock⁽⁵⁾	25,000	⁽⁶⁾	0	D
Employee Stock Option (Right to Buy)	$14.476	02/15/2019		D			8,470	⁽⁴⁾	02/05/2025	Class B Common Stock⁽⁵⁾	8,470	⁽⁶⁾	0	D
Employee Stock Option (Right to Buy)	$14.476	02/15/2019		D			29,030	⁽⁴⁾	02/05/2025	Class B Common Stock⁽⁵⁾	29,030	⁽⁶⁾	0	D
Employee Stock Option (Right to Buy)	$14.496	02/15/2019		D			57,500	⁽⁷⁾	05/22/2025	Class B Common Stock⁽⁵⁾	57,500	⁽⁶⁾⁽⁸⁾⁽⁹⁾	0	D
Employee Stock Option (Right to Buy)	$13.91	02/15/2019		D			68,165	⁽¹⁰⁾	03/21/2026	Class A Common Stock	68,165	⁽⁶⁾⁽⁹⁾⁽¹¹⁾	0	D
Employee Stock Option (Right to Buy)	$25.15	02/15/2019		D			80,374	⁽¹²⁾	02/21/2027	Class A Common Stock	80,374	⁽⁶⁾⁽⁹⁾⁽¹³⁾	0	D
Employee Stock Option (Right to Buy)	$33.45	02/15/2019		D			20,826	⁽¹⁴⁾	02/20/2028	Class A Common Stock	20,826	⁽⁹⁾	0	D

Explanation of Responses:

1. Includes 144,739 unvested restricted stock units ("RSUs").

2. Pursuant 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.

3. In 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.

4. The shares subject to the option are fully vested and exercisable.

5. Each 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.

6. At the Effective Time, each of these vested options was cancelled and automatically converted into 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.

7. 1/48 of the shares subject to the option vested on June 22, 2018, and 1/48 of the shares vest monthly thereafter.

8. Includes 52,707 vested options and 4,793 unvested options.

9. At 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.

10. 1/4 of the shares subject to the option vested on March 21, 2017 and 1/48 of the shares vest monthly thereafter.

11. Includes 48,283 vested options and 19,882 unvested options.

12. 1/4 of the shares subject to the option vested on February 21, 2018, and 1/48 of the shares vest monthly thereafter.

13. Includes 38,512 vested options and 41,862 unvested options.

14. 1/4 of the shares subject to the option vest on February 20, 2019, and 1/48 of the shares will vest monthly thereafter.

Remarks:

	/s/ Brett T. White	02/20/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.