Cunningham Court 4
4 · MINDBODY, Inc. · Filed Feb 20, 2019
Insider Transaction Report
Form 4
Cunningham Court
Director
Transactions
- Disposition to Issuer
Class A Common Stock
2019-02-15$36.50/sh−17,548$640,502→ 0 total
Footnotes (3)
- [F1]Includes 14,314 unvested restricted stock units ("RSUs").
- [F2]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.
- [F3]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.