Sec Form 4 Filing - SMITH GRAHAM @ MINDBODY, Inc. - 2019-02-15

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, 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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1. Name and Address of Reporting Person
SMITH GRAHAM
2. Issuer Name and Ticker or Trading Symbol
MINDBODY, Inc. [ MB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
4051 BROAD STREET, SUITE 220
3. Date of Earliest Transaction (MM/DD/YY)
02/15/2019
(Street)
SAN LUIS OBISPO, CA93401
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Class A Common Stock 02/15/2019 D 34,596 ( 1 ) ( 2 ) D $ 36.5 ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 14.476 02/15/2019 D 70,000 ( 4 ) 02/05/2025 Class B Common Stock ( 5 ) 70,000 ( 6 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SMITH GRAHAM
4051 BROAD STREET
SUITE 220
SAN LUIS OBISPO, CA93401
X
Signatures
/s/ Brett T. White, Attorney-in-Fact 02/20/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 4,609 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., aDelaware corporation (the "Issuer"), Torreys Parent, LLC ("Parent"), and Torreys Merger Sub, Inc., a wholly owned subsidiary of Parent ("MergerSub"), on February 15, 2019, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporationand a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), pursuant to the terms of the Issuer's 2015Equity Incentive Plan, each of the unvested RSUs accelerated with respect to vesting, and pursuant to the terms of the Merger Agreement, wascancelled and replaced with the right to receive $36.50 in cash, without interest, subject to any required withholding of taxes.
( 3 )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.
( 4 )1/4 of the shares subject to the option vested on January 19, 2016, and 1/48 of the shares vest monthly thereafter.
( 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 expirationdate.
( 6 )At the Effective Time, each of these vested options was cancelled and automatically converted into the right to receive a cash payment equal tothe product of (i) the aggregate number of shares subject to such option, multiplied by (ii) $36.50 less the applicable per share exercise priceunder such option, subject to any applicable withholding taxes.

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).
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