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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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 *

Stollmeyer Richard Lee
2. Issuer Name and Ticker or Trading Symbol

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

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

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

12/14/2017
(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   12/14/2017     C (1)    2834   A $0.00   104811   (2) D    
Class A Common Stock   12/14/2017     G (3)   V 2834   D $0.00   101977   (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
Class B Common Stock (convertible into Class A Common Stock)     (4) 12/14/2017     C         2834      (4)   (4) Class A Common Stock   2834   $0.00   735407   D    
Class B Common Stock (convertible into Class A Common Stock)     (4)                    (4)   (4) Class A Common Stock   23750     23750   I   See Footnote   (5)
Class B Common Stock (convertible into Class A Common Stock)     (4)                    (4)   (4) Class A Common Stock   1250     1250   I   See Footnote   (6)
Class B Common Stock (convertible into Class A Common Stock)     (4)                    (4)   (4) Class A Common Stock   1250     1250   I   See Footnote   (7)

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 95,240 restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Issuer's Class A Common Stock upon settlement.
(3)  The reporting person transferred the shares as gifts to charitable organizations.
(4)  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.
(5)  The shares are held of record by the Reporting Person's spouse.
(6)  The shares are held of record by the Reporting Person's child.
(7)  The shares are held of record by the Reporting Person's spouse as custodian for the benefit of her minor child.

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

Signatures
/s/ Kimberly G. Lytikainen, Attorney-in-Fact 12/15/2017
** 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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