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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (Right to Buy) | $ 0.544 | 02/15/2019 | D | 358,252 | (4) | 11/19/2020 | Class B Common Stock (5) | 358,252 | (6) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 1.392 | 02/15/2019 | D | 197,017 | (4) | 11/15/2021 | Class B Common Stock (5) | 197,017 | (6) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 7.708 | 02/15/2019 | D | 25,000 | (4) | 06/27/2023 | Class B Common Stock (5) | 25,000 | (6) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 11.52 | 02/15/2019 | D | 125,000 | (4) | 02/06/2024 | Class B Common Stock (5) | 125,000 | (6) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 14.476 | 02/15/2019 | D | 162,500 | (4) | 02/05/2025 | Class B Common Stock (5) | 162,500 | (6) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 14.496 | 02/15/2019 | D | 100,000 | (7) | 05/22/2025 | Class B Common Stock (5) | 100,000 | (6) (8) (9) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 13.91 | 02/15/2019 | D | 97,379 | (10) | 03/21/2026 | Class A Common Stock | 97,379 | (6) (9) (11) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 25.15 | 02/15/2019 | D | 141,795 | (12) | 02/21/2027 | Class A Common Stock | 141,795 | (6) (9) (13) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 33.45 | 02/15/2019 | D | 60,397 | (14) | 02/20/2028 | Class A Common Stock | 60,397 | (9) | 0 | D | ||||
| Class B Common Stock | (5) | 02/15/2019 | D | 505,905 | (5) | (5) | Class A Common Stock | 505,905 | $ 36.5 (15) | 0 | D | ||||
| Class B Common Stock | (5) | 02/15/2019 | D | 10,150 | (5) | (5) | Class A Common Stock | 10,150 | $ 36.5 (15) | 0 | I | See footnote (16) | |||
| Class B Common Stock | (5) | 02/15/2019 | D | 1,250 | (5) | (5) | Class A Common Stock | 1,250 | $ 36.5 (15) | 0 | I | See footnote (17) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Stollmeyer Richard Lee 4051 BROAD STREET SUITE 220 SAN LUIS OBISPO, CA 93401 |
X | CEO | ||
| /s/ Brett T. White, Attorney-in-Fact | 02/20/2019 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Includes 242,534 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, 2015, and 1/48 of the shares vest monthly thereafter. |
| (8) | Includes 91,667 vested options and 8,333 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 68,976 vested options and 28,403 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 67,943 vested options and 73,852 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. |
| (15) | 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. |
| (16) | The shares are held of record by the Reporting Person's spouse. |
| (17) | The shares are held of record by the Reporting Person's spouse as custodian for the benefit of her minor child. |