SEC Form 4 · accession 0001209191-16-142720

YELP INC · YELP

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

Reporting owner

Joseph R Nachman

Officer — Chief Operating Officer

Period of report

Sep 22, 2016

Accepted (ET)

Sep 23, 2016 · 9:25 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	117,023	$0.00	D	0	D
Common Stock	Sep 22, 2016	A	117,023	$0.00	A	117,023	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)^F3	$7.16	Sep 22, 2016	J	26,555	D	—	Jan 5, 2021	Class B Common Stock	26,555	0	D
Employee Stock Option (Right to Buy)^F3	$7.16	Sep 22, 2016	J	26,555	A	—	Jan 5, 2021	Common Stock	26,555	26,555	D
Employee Stock Option (Right to Buy)^F4	$21.18	Sep 22, 2016	J	202,455	D	—	Feb 5, 2023	Class A Common Stock	202,455	0	D
Employee Stock Option (Right to Buy)^F4	$21.18	Sep 22, 2016	J	202,455	A	—	Feb 5, 2023	Common Stock	202,455	202,455	D
Employee Stock Option (Right to Buy)^F5	$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)^F5	$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)^F6	$20.47	Sep 22, 2016	J	53,300	D	—	Mar 9, 2026	Class A Common Stock	53,300	0	D
Employee Stock Option (Right to Buy)^F6	$20.47	Sep 22, 2016	J	53,300	A	—	Mar 9, 2026	Common Stock	53,300	53,300	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 monthly installments over four years from the Grant Date of February 5, 2013, as follows: (a) 10% of the shares vest ratably on a monthly basis over the 12 month period following the Grant Date; then (b) 20% of the shares vest ratably on a monthly basis over the following 12 month period; then (c) 30% of the shares vest ratably on a monthly basis over the following 12 month period; and then (d) 40% of the shares vest ratably on a monthly basis over the following 12 month period.
F5The shares underlying the stock option vest in monthly installments over four years from the Grant Date of January 8, 2015, as follows: (a) 10% of the shares vest ratably on a monthly basis over the 12 month period following the Grant Date; then (b) 20% of the shares vest ratably on a monthly basis over the following 12 month period; then (c) 30% of the shares vest ratably on a monthly basis over the following 12 month period; and then (d) 40% of the shares vest ratably on a monthly basis over the following 12 month period.
F6The shares underlying the stock option vest in equal monthly installments over 48 months following the Grant Date of March 9, 2016.