0001209191-19-011792.txt : 20190220
0001209191-19-011792.hdr.sgml : 20190220
20190220191035
ACCESSION NUMBER: 0001209191-19-011792
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190215
FILED AS OF DATE: 20190220
DATE AS OF CHANGE: 20190220
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Miller Adam L
CENTRAL INDEX KEY: 0001513581
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37453
FILM NUMBER: 19620099
MAIL ADDRESS:
STREET 1: C/O CORNERSTONE ONDEMAND, INC.
STREET 2: 1601 CLOVERFIELD BLVD., SUITE 620 SOUTH
CITY: SANTA MONICA
STATE: CA
ZIP: 90404
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: MINDBODY, Inc.
CENTRAL INDEX KEY: 0001458962
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374]
IRS NUMBER: 201898451
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 4051 BROAD STREET
STREET 2: SUITE 220
CITY: SAN LUIS OBISPO
STATE: CA
ZIP: 93401
BUSINESS PHONE: 877-755-4279
MAIL ADDRESS:
STREET 1: 4051 BROAD STREET
STREET 2: SUITE 220
CITY: SAN LUIS OBISPO
STATE: CA
ZIP: 93401
FORMER COMPANY:
FORMER CONFORMED NAME: Mindbody, Inc.
DATE OF NAME CHANGE: 20110627
FORMER COMPANY:
FORMER CONFORMED NAME: MINDBODY, Inc.
DATE OF NAME CHANGE: 20090319
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2019-02-15
1
0001458962
MINDBODY, Inc.
MB
0001513581
Miller Adam L
4051 BROAD ST
SUITE 220
SAN LUIS OBISPO
CA
93401
1
0
0
0
Class A Common Stock
2019-02-15
4
D
0
24608
36.50
D
0
D
Includes 11,723 unvested restricted stock units ("RSUs").
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.
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.
/s/ Brett T. White, Attorney-in-Fact
2019-02-20