SEC Form 4 · accession 0001209191-15-035104
YELP INC · YELP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert J Krolik
Officer — Chief Financial Officer
Period of report
Apr 15, 2015
Accepted (ET)
Apr 17, 2015 · 7:30 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 | 10,000 | $0.00 | A | 10,000 | D | |
| Class A Common Stock | Apr 15, 2015 | M | 5,000 | $0.00 | A | 15,000 | D | |
| Class A Common StockF3 | Apr 15, 2015 | S | 5,200 | $48.0093 | D | 9,800 | D | |
| Class A Common StockF4 | Apr 15, 2015 | S | 9,800 | $48.9948 | 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)F5 | $9.08 | Apr 15, 2015 | M | 5,000 | D | — | Jul 26, 2021 | Class B Common Stock | 5,000 | 20,000 | D |
| Class B Common StockF6,F7,F8 | — | Apr 15, 2015 | M | 5,000 | A | — | — | Class A Common Stock | 5,000 | 32,543 | D |
| Class B Common StockF6,F7,F8 | — | Apr 15, 2015 | C | 10,000 | D | — | — | Class A Common Stock | 10,000 | 22,543 | D |
| Employee Stock Option (Right to Buy)F9 | $21.18 | Apr 15, 2015 | M | 5,000 | D | — | Feb 5, 2023 | Class A Common Stock | 5,000 | 205,000 | 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 sales price reported is the weighted average sale price for the number of shares sold. These shares were sold in multiple transactions at prices ranging from $47.60 to $48.60, inclusive. Full information regarding the number of shares sold at each separate price will be supplied upon request by Securities and Exchange Commission Staff, the Issuer or a security holder of the Issuer.
- F4The sales price reported is the weighted average sale price for the number of shares sold. These shares were sold in multiple transactions at prices ranging from $48.79 to $49.03, inclusive. Full information regarding the number of shares sold at each separate price will be supplied upon request by Securities and Exchange Commission Staff, the Issuer or a security holder of the Issuer.
- F5The shares underlying the stock option vest in installments as follows: (a) 25% of the shares vested on 7/27/2012 then (b) the remaining shares vest in equal monthly installments over the following 36 months.
- F6Each 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 Common Stock 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.
- F7In 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 the holders of at least 66 2/3% of the outstanding shares of Class B Common Stock.
- F8Not applicable.
- F9The shares underlying the stock option vest in monthly installments as follows: (a) 10% of the shares vest in equal monthly installments over the 12 month period following July 27, 2013 (the vesting commencement date); then (b) 20% of the shares vest in equal monthly installments over the following 12 month period; then (c) 30% of the shares vest in equal monthly installments over the following 12 month period; and then (d) 40% of the shares vest in equal monthly installments over the following 12 month period, such that all of the shares subject to the stock option will be vested as of the fourth anniversary of the vesting commencement date.