SEC Form 4 · accession 0001209191-15-063842

YELP INC · YELP

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — SVP, Legal & User Operations

Period of report

Aug 4, 2015

Accepted (ET)

Aug 4, 2015 · 8:21 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.

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	10,000	D	—	Jan 25, 2021	Class B Common Stock	10,000	60,650	D
Class B Common Stock^F2,F3,F4	—	Aug 4, 2015	M	10,000	A	—	—	Class A Common Stock	10,000	35,233	D

F1Fully vested.
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 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.
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 the holders of at least 66 2/3% of the outstanding shares of Class B Common Stock.
F4Not applicable.