4//SEC Filing
Christie Katherine Blair 4
Accession 0001209191-19-011781
CIK 0001458962other
Filed
Feb 19, 7:00 PM ET
Accepted
Feb 20, 7:01 PM ET
Size
9.0 KB
Accession
0001209191-19-011781
Insider Transaction Report
Form 4
Christie Katherine Blair
Director
Transactions
- Disposition to Issuer
Class A Common Stock
2019-02-15$36.50/sh−24,596$897,754→ 0 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2019-02-15−60,000→ 0 totalExercise: $14.50Exp: 2025-04-06→ Class B Common Stock (60,000 underlying)
Footnotes (6)
- [F1]Includes 4,609 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.
- [F4]1/4 of the shares subject to the option vested on January 26, 2016, and 1/48 of the shares vest monthly thereafter.
- [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.
Documents
Issuer
MINDBODY, Inc.
CIK 0001458962
Entity typeother
Related Parties
1- filerCIK 0001511610
Filing Metadata
- Form type
- 4
- Filed
- Feb 19, 7:00 PM ET
- Accepted
- Feb 20, 7:01 PM ET
- Size
- 9.0 KB