4//SEC Filing
Stollmeyer Richard Lee 4
Accession 0001209191-19-011859
CIK 0001458962other
Filed
Feb 19, 7:00 PM ET
Accepted
Feb 20, 9:08 PM ET
Size
36.2 KB
Accession
0001209191-19-011859
Insider Transaction Report
Form 4
Stollmeyer Richard Lee
DirectorPresident & CEO10% Owner
Transactions
- Disposition to Issuer
Employee Stock Option (Right to Buy)
2019-02-15−125,000→ 0 totalExercise: $11.52Exp: 2024-02-06→ Class B Common Stock (125,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2019-02-15−97,379→ 0 totalExercise: $13.91Exp: 2026-03-21→ Class A Common Stock (97,379 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2019-02-15−162,500→ 0 totalExercise: $14.48Exp: 2025-02-05→ Class B Common Stock (162,500 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2019-02-15−141,795→ 0 totalExercise: $25.15Exp: 2027-02-21→ Class A Common Stock (141,795 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2019-02-15−60,397→ 0 totalExercise: $33.45Exp: 2028-02-20→ Class A Common Stock (60,397 underlying) - Disposition to Issuer
Class B Common Stock
2019-02-15$36.50/sh−505,905$18,465,533→ 0 total→ Class A Common Stock (505,905 underlying) - Disposition to Issuer
Class B Common Stock
2019-02-15$36.50/sh−1,250$45,625→ 0 total(indirect: See footnote)→ Class A Common Stock (1,250 underlying) - Disposition to Issuer
Class A Common Stock
2019-02-15−265,880→ 0 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2019-02-15−197,017→ 0 totalExercise: $1.39Exp: 2021-11-15→ Class B Common Stock (197,017 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2019-02-15−100,000→ 0 totalExercise: $14.50Exp: 2025-05-22→ Class B Common Stock (100,000 underlying) - Disposition to Issuer
Class B Common Stock
2019-02-15$36.50/sh−10,150$370,475→ 0 total(indirect: See footnote)→ Class A Common Stock (10,150 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2019-02-15−358,252→ 0 totalExercise: $0.54Exp: 2020-11-19→ Class B Common Stock (358,252 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2019-02-15−25,000→ 0 totalExercise: $7.71Exp: 2023-06-27→ Class B Common Stock (25,000 underlying)
Footnotes (17)
- [F1]Includes 242,534 unvested restricted stock units ("RSUs").
- [F10]1/4 of the shares subject to the option vested on March 21, 2017, and 1/48 of the shares vest monthly thereafter.
- [F11]Includes 68,976 vested options and 28,403 unvested options.
- [F12]1/4 of the shares subject to the option vested on February 21, 2018, and 1/48 of the shares vest monthly thereafter.
- [F13]Includes 67,943 vested options and 73,852 unvested options.
- [F14]1/4 of the shares subject to the option vest on February 20, 2019, and 1/48 of the shares will vest monthly thereafter.
- [F15]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.
- [F16]The shares are held of record by the Reporting Person's spouse.
- [F17]The shares are held of record by the Reporting Person's spouse as custodian for the benefit of her minor child.
- [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]The shares subject to the option are fully vested and exercisable.
- [F5]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.
- [F6]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.
- [F7]1/48 of the shares subject to the option vested on June 22, 2015, and 1/48 of the shares vest monthly thereafter.
- [F8]Includes 91,667 vested options and 8,333 unvested options.
- [F9]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.
Documents
Issuer
MINDBODY, Inc.
CIK 0001458962
Entity typeother
Related Parties
1- filerCIK 0001644616
Filing Metadata
- Form type
- 4
- Filed
- Feb 19, 7:00 PM ET
- Accepted
- Feb 20, 9:08 PM ET
- Size
- 36.2 KB