SEC Form 4 · accession 0001209191-15-063838
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
Aug 4, 2015
Accepted (ET)
Aug 4, 2015 · 8:19 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001345016
Table I — non-derivative securities
No Table I lines on this filing.
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)F1 | $7.16 | Aug 4, 2015 | M | 6,348 | D | — | Jan 5, 2021 | Class B Common Stock | 6,348 | 709,709 | D |
| Class B Common StockF2,F3,F4 | — | Aug 4, 2015 | M | 6,348 | A | — | — | Class A Common Stock | 6,348 | 60,232 | D |
Explanation of responses
- F1The 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) and for the next 24 months, the remainder of the shares vest ratably.
- F2Each 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.
- F3In 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.
- F4Not applicable.