SEC Form 4 · accession 0001209191-16-142721

YELP INC · YELP

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

Reporting owner

Officer — Chief Financial Officer

Period of report

Sep 22, 2016

Accepted (ET)

Sep 23, 2016 · 9:27 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	129,038	$0.00	D	0	D
Common Stock	Sep 22, 2016	A	129,038	$0.00	A	129,038	D
Class A Common Stock^F2	Sep 22, 2016	C	3,500	$0.00	D	0	I	See Footnote (2)
Common Stock^F2	Sep 22, 2016	A	3,500	$0.00	A	3,500	I	See Footnote (2)

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	$21.51	Sep 22, 2016	J	281,150	D	—	May 2, 2026	Class A Common Stock	281,150	0	D
Employee Stock Option (Right to Buy)^F4	$21.51	Sep 22, 2016	J	281,150	A	—	May 2, 2026	Common Stock	281,150	281,150	D

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.
F2Shares are held by Charles Baker as trustee of his family trust. The Reporting Person holds voting and dispositive power over the shares.
F3In 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.
F4The shares underlying the stock option vest as follows: (a) 25% of the shares vest on the first anniversary of the grant date of May 2, 2016, and (b) the remaining shares vest in equal monthly installments over the following 36 months.