4//SEC Filing
MANSBACH MICHAEL JOSEPH 4
Accession 0001209191-19-011856
CIK 0001458962other
Filed
Feb 19, 7:00 PM ET
Accepted
Feb 20, 9:05 PM ET
Size
12.2 KB
Accession
0001209191-19-011856
Insider Transaction Report
Form 4
MANSBACH MICHAEL JOSEPH
President
Transactions
- Disposition to Issuer
Employee Stock Option (Right to Buy)
2019-02-15−31,240→ 0 totalExercise: $33.45Exp: 2028-02-20→ Class A Common Stock (31,240 underlying) - Disposition to Issuer
Class A Common Stock
2019-02-15−120,046→ 0 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2019-02-15−102,224→ 0 totalExercise: $23.05Exp: 2027-08-21→ Class A Common Stock (102,224 underlying)
Footnotes (8)
- [F1]Includes 115,380 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. 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.
- [F3]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.
- [F4]1/4 of the shares subject to the option vested on August 21, 2018, and 1/48 of the shares vest monthly thereafter.
- [F5]Includes 36,204 vested options and 66,020 unvested options.
- [F6]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.
- [F7]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.
- [F8]1/4 of the shares subject to the option vest on February 20, 2019, and 1/48 of the shares vest monthly thereafter.
Documents
Issuer
MINDBODY, Inc.
CIK 0001458962
Entity typeother
Related Parties
1- filerCIK 0001272466
Filing Metadata
- Form type
- 4
- Filed
- Feb 19, 7:00 PM ET
- Accepted
- Feb 20, 9:05 PM ET
- Size
- 12.2 KB