SEC Form 4 · accession 0001209191-15-035103
YELP INC · YELP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Geoffrey L Donaker
Officer — Chief Operating Officer · Director
Period of report
Apr 15, 2015
Accepted (ET)
Apr 17, 2015 · 7:28 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001345016
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Apr 15, 2015 | C | 60,000 | $0.00 | A | 60,000 | D | |
| Class A Common Stock | Apr 15, 2015 | S | 60,000 | $50.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F4,F3 | $7.16 | Apr 15, 2015 | M | 60,000 | D | — | Jan 5, 2021 | Class B Common Stock | 60,000 | 734,057 | D |
| Class B Common StockF5,F6,F7 | — | Apr 15, 2015 | M | 60,000 | A | — | — | Class A Common Stock | 60,000 | 113,884 | D |
| Class B Common StockF5,F6,F7 | — | Apr 15, 2015 | C | 60,000 | D | — | — | Class A Common Stock | 60,000 | 53,884 | D |
Explanation of responses
- F1Each share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock.
- F2Shares were sold pursuant to a duly adopted 10b5-1 trading plan.
- F3The shares underlying the stock option vest as follows: (a) for the first 12 months following 11/10/10, 10,916 shares vested monthly; (b) for the second 12 months, 16,374 shares vested monthly; (c) for the third 12 months, 21,833 shares vested monthly; (d) for the fourth 12 months, 27,291 shares vested monthly; and (e) for the next 12 months, the remainder of the shares vest ratably.
- F4A portion of this award is intended to qualify as an incentive stock option ("ISO"). The ISO and nonstatutory ("NQ") components of the award were previously reported separately. The amount reported here reflects the combination of the ISO and NQ components.
- F5Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. All Class A and Class B Common Stock will convert automatically into Common Stock on the earlier of (i) the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock and (ii) seven years following the effective date of the issuer's initial public offering.
- F6In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock (i) upon any transfer, whether or not for value (subject to certain exceptions), or (ii) in the event of the death or disability (as defined in the amended and restated certificate of incorporation of the issuer) of the Reporting Person, or (iii) upon such date as is specified by the affirmative vote or written consent of at least 66 2/3% of the outstanding shares of Class B Common Stock.
- F7Not applicable.