0001209191-19-011786.txt : 20190220 0001209191-19-011786.hdr.sgml : 20190220 20190220190520 ACCESSION NUMBER: 0001209191-19-011786 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190215 FILED AS OF DATE: 20190220 DATE AS OF CHANGE: 20190220 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Goodman Gail F CENTRAL INDEX KEY: 0001412645 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37453 FILM NUMBER: 19620074 MAIL ADDRESS: STREET 1: 1601 TRAPELO ROAD STREET 2: SUITE 329 CITY: WALTHAM STATE: MA ZIP: 02451 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MINDBODY, Inc. CENTRAL INDEX KEY: 0001458962 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 201898451 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4051 BROAD STREET STREET 2: SUITE 220 CITY: SAN LUIS OBISPO STATE: CA ZIP: 93401 BUSINESS PHONE: 877-755-4279 MAIL ADDRESS: STREET 1: 4051 BROAD STREET STREET 2: SUITE 220 CITY: SAN LUIS OBISPO STATE: CA ZIP: 93401 FORMER COMPANY: FORMER CONFORMED NAME: Mindbody, Inc. DATE OF NAME CHANGE: 20110627 FORMER COMPANY: FORMER CONFORMED NAME: MINDBODY, Inc. DATE OF NAME CHANGE: 20090319 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-02-15 1 0001458962 MINDBODY, Inc. MB 0001412645 Goodman Gail F 4051 BROAD ST SUITE 220 SAN LUIS OBISPO CA 93401 1 0 0 0 Class A Common Stock 2019-02-15 4 D 0 39649 36.50 D 0 D Includes 17,136 unvested restricted stock units ("RSUs"). 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. At the effective time of the Merger (the "Effective Time"), pursuant to the terms of the Issuer's 2015 Equity Incentive Plan, each of the unvested RSUs accelerated with respect to vesting, and pursuant to the terms of the Merger Agreement, was cancelled and replaced with the right to receive $36.50 in cash, without interest, subject to any required withholding of taxes. In connection with the Merger, these shares were 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. /s/ Brett T. White, Attorney-in-Fact 2019-02-20