SEC Form 4 · accession 0001209191-16-142715
YELP INC · YELP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Diane M Irvine
Director
Period of report
Sep 22, 2016
Accepted (ET)
Sep 23, 2016 · 9:06 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 | Sep 22, 2016 | C | 11,612 | $0.00 | D | 0 | D | |
| Common Stock | Sep 22, 2016 | A | 11,612 | $0.00 | A | 11,612 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F3 | $11.40 | Sep 22, 2016 | J | 25,000 | D | — | Nov 13, 2021 | Class B Common Stock | 25,000 | 0 | D |
| Stock Option (Right to Buy)F3 | $11.40 | Sep 22, 2016 | J | 25,000 | A | — | Nov 13, 2021 | Common Stock | 25,000 | 25,000 | D |
| Stock Option (Right to Buy)F4 | $34.77 | Sep 22, 2016 | J | 10,000 | D | — | Jun 28, 2023 | Class A Common Stock | 10,000 | 0 | D |
| Stock Option (Right to Buy)F4 | $34.77 | Sep 22, 2016 | J | 10,000 | A | — | Jun 28, 2023 | Common Stock | 10,000 | 10,000 | D |
| Stock Option (Right to Buy)F5 | $42.44 | Sep 22, 2016 | J | 10,000 | D | — | Jul 1, 2025 | Class A Common Stock | 10,000 | 0 | D |
| Stock Option (Right to Buy)F5 | $42.44 | Sep 22, 2016 | J | 10,000 | A | — | Jul 1, 2025 | Common Stock | 10,000 | 10,000 | D |
Explanation of responses
- F1On September 22, 2016, each share of the Issuer's outstanding Class A common stock and Class B common stock automatically converted into one share of common stock pursuant to the Issuer's amended and restated certificate of incorporation.
- F2In connection with the conversion described in footnote (1), outstanding options denominated in Class A or Class B common stock issued under the Issuer's equity incentive plans remain unchanged, except that they now represent the right to receive shares of the single class of common stock rather than shares of Class A or Class B common stock.
- F3Fully vested.
- F4The shares underlying the stock option vest in equal monthly installments over 48 months following the grant date of June 28, 2013.
- F5The shares underlying the stock option vest in equal monthly installments over 48 months following the grant date of July 1, 2015.