SEC Form 4 · accession 0001209191-16-138539
YELP INC · YELP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Stoppelman
Other
Period of report
Aug 22, 2016
Accepted (ET)
Aug 24, 2016 · 6:38 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 | Aug 22, 2016 | C | 5,000 | $0.00 | A | 131,948 | D | |
| Class A Common Stock | Aug 22, 2016 | S | 5,000 | $38.19 | D | 126,948 | D | |
| Class A Common StockF3 | Aug 23, 2016 | S | 2,781 | $37.45 | D | 124,167 | 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 | $7.16 | Aug 22, 2016 | M | 5,000 | D | — | Jan 26, 2021 | Class B Common Stock | 5,000 | 16,000 | D |
| Class B Common StockF5,F6,F7 | — | Aug 22, 2016 | M | 5,000 | A | — | — | Class A Common Stock | 5,000 | 5,000 | D |
| Class B Common StockF5,F6,F7 | — | Aug 22, 2016 | C | 5,000 | D | — | — | Class A Common Stock | 5,000 | 0 | 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.
- F3Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of certain RSUs, previously reported in Table I following the date of grant. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.
- F4Fully vested.
- 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 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.
- 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.