SEC Form 4 · accession 0001209191-16-142718
YELP INC · YELP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mariam Naficy
Director
Period of report
Sep 22, 2016
Accepted (ET)
Sep 23, 2016 · 9:11 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F3 | $75.95 | Sep 22, 2016 | J | 12,500 | D | — | Jan 31, 2024 | Class A Common Stock | 12,500 | 0 | D |
| Stock Option (Right to Buy)F3 | $75.95 | Sep 22, 2016 | J | 12,500 | A | — | Jan 31, 2024 | Common Stock | 12,500 | 12,500 | D |
| Stock Option (Right to Buy)F4 | $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)F4 | $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.
- F3The shares underlying the stock option vest as follows: (a) 25% of the underlying shares vests on the first anniversary of the grant date of January 31, 2014, and (b) the remainder of the shares vest in equal monthly installments over the subsequent 36-month period.
- F4The shares underlying the stock option vest in equal monthly installments over 48 months following the grant date of July 1, 2015.