0001209191-19-011863.txt : 20190220 0001209191-19-011863.hdr.sgml : 20190220 20190220211957 ACCESSION NUMBER: 0001209191-19-011863 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: Baker Mark Andrew CENTRAL INDEX KEY: 0001729309 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37453 FILM NUMBER: 19620377 MAIL ADDRESS: STREET 1: 4051 BROAD STREET CITY: SAN LUIS OBISPO STATE: CA ZIP: 93401 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 0001729309 Baker Mark Andrew 4051 BROAD STREET SUITE 220 SAN LUIS OBISPO CA 93401 0 1 0 0 Chief Revenue Officer Class A Common Stock 2019-02-15 4 D 0 76230 D 0 D Employee Stock Option (Right to Buy) 33.45 2019-02-15 4 D 0 34298 D 2028-02-20 Class A Common Stock 34298 0 D Includes 75,930 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. 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. 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. 1/4 of the shares subject to the option vest on February 20, 2019, and 1/48 of the shares vest monthly thereafter. 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. /s/ Brett T. White, Attorney-in-Fact 2019-02-20