Statement of Changes in Beneficial Ownership (4)

Date : 03/20/2017 @ 7:07PM
Source : Edgar (US Regulatory)
Stock : Mindbody, Inc. (MM) (MB)
Quote : 24.8  -0.2 (-0.80%) @ 3:57PM

Statement of Changes in Beneficial Ownership (4)

FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Wills Bradford Lee
2. Issuer Name and Ticker or Trading Symbol

MINDBODY, Inc. [ MB ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Strategy Officer
(Last)          (First)          (Middle)

4051 BROAD STREET, SUITE 220
3. Date of Earliest Transaction (MM/DD/YYYY)

3/16/2017
(Street)

SAN LUIS OBISPO, CA 93401
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock   3/16/2017     C (1)    8172   A $0.00   32574   (2) D    
Class A Common Stock   3/16/2017     S (3)    8172   D $27.80   24402   (2) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   $7.708   3/16/2017     M         7390      (4) 6/27/2023   Class B Common Stock   7390   $0.00   11558   D    
Employee Stock Option (Right to Buy)   $9.936   3/16/2017     M         782      (5) 5/14/2024   Class B Common Stock   782   $0.00   11718   D    
Class B Common Stock     (6) 3/16/2017     M      8172         (6)   (6) Class A Common Stock   8172   $0.00   8172   D    
Class B Common Stock     (6) 3/16/2017     C         8172      (6)   (6) Class A Common Stock   8172   $0.00   0   D    

Explanation of Responses:
( 1)  Each share of Class A Common Stock was issued upon the conversion of one share of Class B Common Stock at the election of Reporting Person.
( 2)  Includes 24,402 restricted stock units ("RSUs"), where each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
( 3)  The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
( 4)  25% of the shares subject to the option vested on June 27, 2014, and 2.0833% of the shares vest monthly thereafter.
( 5)  1/48 of the shares subject to the option vested on June 14, 2014, and 1/48 of the shares vest monthly thereafter.
( 6)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Wills Bradford Lee
4051 BROAD STREET
SUITE 220
SAN LUIS OBISPO, CA 93401


Chief Strategy Officer

Signatures
/s/ Kimberly G. Lytikainen, Attorney-in-Fact 3/20/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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