SEC Form 4 · accession 0001209191-16-142719
YELP INC · YELP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Laurence Wilson
Officer — SVP, Legal & User Operations
Period of report
Sep 22, 2016
Accepted (ET)
Sep 23, 2016 · 9:23 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 21, 2016 | C | 5,500 | $0.00 | A | 117,718 | D | |
| Class A Common Stock | Sep 21, 2016 | S | 5,500 | $38.16 | D | 112,218 | D | |
| Class A Common Stock | Sep 22, 2016 | C | 112,218 | $0.00 | D | 0 | D | |
| Common Stock | Sep 22, 2016 | A | 112,218 | $0.00 | A | 112,218 | D | |
| Common Stock | Sep 22, 2016 | A | 49,233 | $0.00 | A | 161,451 | D | |
| Common Stock | Sep 23, 2016 | M | 31,150 | $0.00 | A | 192,601 | D | |
| Common Stock | Sep 23, 2016 | S | 6,000 | $39.16 | D | 186,601 | D | |
| Common Stock | Sep 23, 2016 | S | 8,000 | $40.16 | D | 178,601 | D | |
| Common Stock | Sep 23, 2016 | S | 17,150 | $41.16 | D | 161,451 | 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 | Sep 21, 2016 | M | 5,500 | D | — | Jan 26, 2021 | Class B Common Stock | 5,500 | 41,150 | D |
| Class B Common StockF5,F6,F7 | — | Sep 21, 2016 | M | 5,500 | A | — | — | Class A Common Stock | 5,500 | 54,733 | D |
| Class B Common StockF5,F6,F7 | — | Sep 21, 2016 | C | 5,500 | D | — | — | Class A Common Stock | 5,500 | 49,233 | D |
| Class B Common StockF3 | $0.00 | Sep 22, 2016 | C | 49,233 | D | — | — | Common Stock | 49,233 | 0 | D |
| Employee Stock Option (Right to Buy)F4 | $7.16 | Sep 22, 2016 | J | 41,150 | D | — | Jan 26, 2021 | Class B Common Stock | 41,150 | 0 | D |
| Employee Stock Option (Right to Buy)F4 | $7.16 | Sep 22, 2016 | J | 41,150 | A | — | Jan 26, 2021 | Common Stock | 41,150 | 41,150 | D |
| Employee Stock Option (Right to Buy)F9 | $21.18 | Sep 22, 2016 | J | 220,000 | D | — | Feb 5, 2023 | Class A Common Stock | 220,000 | 0 | D |
| Employee Stock Option (Right to Buy)F9 | $21.18 | Sep 22, 2016 | J | 220,000 | A | — | Feb 5, 2023 | Common Stock | 220,000 | 220,000 | D |
| Employee Stock Option (Right to Buy)F10 | $53.83 | Sep 22, 2016 | J | 24,450 | D | — | Jan 8, 2025 | Class A Common Stock | 24,450 | 0 | D |
| Employee Stock Option (Right to Buy)F10 | $53.83 | Sep 22, 2016 | J | 24,450 | A | — | Jan 8, 2025 | Common Stock | 24,450 | 24,450 | D |
| Employee Stock Option (Right to Buy)F11 | $20.47 | Sep 22, 2016 | J | 40,000 | D | — | Mar 9, 2026 | Class A Common Stock | 40,000 | 0 | D |
| Employee Stock Option (Right to Buy)F11 | $20.47 | Sep 22, 2016 | J | 40,000 | A | — | Mar 9, 2026 | Common Stock | 40,000 | 40,000 | D |
| Employeee Stock Option (Right to Buy)F4 | $7.16 | Sep 23, 2016 | M | 31,150 | D | — | Jan 26, 2021 | Common Stock | 31,150 | 10,000 | D |
Explanation of responses
- F1Each share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock.
- F10The shares underlying the stock option vest as follows: (a) 10% vest on a monthly basis over the year following the Grant Date of January 8, 2015; (b) 20% vest on a monthly basis over the following year; (c) 30% vest on a monthly basis over the following year; and (d) 40% vest on a monthly basis over the following year.
- F11The shares underlying the stock option vest in equal monthly installments over 48 months following the Grant Date of March 9, 2016.
- F2Shares were sold pursuant to a duly adopted 10b5-1 trading plan.
- F3On 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.
- F4Fully vested.
- F5As of the date of the transaction, each share of Class B Common Stock was convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and had no expiration date. All Class A Common Stock and Class B Common Stock would convert automatically into Common Stock on the earlier of (i) the date on which the number of outstanding shares of Class B Common Stock represented 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.
- F6Also as of the date of the transaction, each share of Class B Common Stock would 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 was 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.
- F8In connection with the conversion described in footnote (3), 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.
- F9The shares underlying the stock option vest as follows: (a) 10% vest on a monthly basis over the year following the Grant Date of February 5, 2013; (b) 20% vest on a monthly basis over the following year; (c) 30% vest on a monthly basis over the following year; and (d) 40% vest on a monthly basis over the following year.