Sec Form 4 Filing - WHITE BRETT T @ MINDBODY, Inc. - 2019-02-15

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 WHITE BRETT T 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 (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 163,813 ( 1 ) ( 2 ) D 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) $ 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WHITE BRETT T 4051 BROAD STREET SUITE 220 SAN LUIS OBISPO, CA93401 CFO & COO Signatures /s/ Brett T. White 02/20/2019 Signature of Reporting Person Date

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., aDelaware 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 survivingcorporation 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 tothe Reporting Person's continued service with Parent and its affiliates (including the Issuer and its subsidiaries) through the applicable vestingdates, 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 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. ( 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 theproduct of (i) the aggregate number of shares subject to such option, multiplied by (ii) $36.50 less the applicable per share exercise price undersuch option, subject to any applicable withholding taxes, which cash payment will, subject to the Reporting Person's continued service withParent and its affiliates (including the Issuer and its subsidiaries) through the applicable vesting dates, vest and be payable at the same time asthe 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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