SEC Form 4 · accession 0001209191-16-142722

YELP INC · YELP

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

Reporting owner

Michael Stoppelman

Other

Period of report

Sep 22, 2016

Accepted (ET)

Sep 23, 2016 · 9:37 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	124,167	$0.00	D	0	D
Common Stock	Sep 22, 2016	A	124,167	$0.00	A	124,167	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	11,000	D	—	Jan 26, 2021	Class B Common Stock	11,000	0	D
Employee Stock Option (Right to Buy)^F3	$7.16	Sep 22, 2016	J	11,000	A	—	Jan 26, 2021	Common Stock	11,000	11,000	D
Employee Stock Option (Right to Buy)^F3	$7.16	Sep 22, 2016	J	112,500	D	—	Mar 6, 2021	Class B Common Stock	112,500	0	D
Employee Stock Option (Right to Buy)^F3	$7.16	Sep 22, 2016	J	112,500	A	—	Mar 6, 2021	Common Stock	112,500	112,500	D
Employee Stock Option (Right to Buy)^F4	$28.20	Sep 22, 2016	J	220,000	D	—	Jun 5, 2023	Class A Common Stock	220,000	0	D
Employee Stock Option (Right to Buy)^F4	$28.20	Sep 22, 2016	J	220,000	A	—	Jun 5, 2023	Common Stock	220,000	220,000	D
Employee Stock Option (Right to Buy)^F5	$47.79	Sep 22, 2016	J	26,700	D	—	Mar 4, 2025	Class A Common Stock	26,700	0	D
Employee Stock Option (Right to Buy)^F5	$47.79	Sep 22, 2016	J	26,700	A	—	Mar 4, 2025	Common Stock	26,700	26,700	D
Employee Stock Option (Right to Buy)^F6	$45.50	Sep 22, 2016	J	13,350	D	—	Apr 1, 2025	Class A Common Stock	13,350	0	D
Employee Stock Option (Right to Buy)^F6	$45.50	Sep 22, 2016	J	13,350	A	—	Apr 1, 2025	Common Stock	13,350	13,350	D
Employee Stock Option (Right to Buy)^F7	$20.47	Sep 22, 2016	J	46,650	D	—	Mar 9, 2026	Class A Common Stock	46,650	0	D
Employee Stock Option (Right to Buy)^F7	$20.47	Sep 22, 2016	J	46,650	A	—	Mar 9, 2026	Common Stock	46,650	46,650	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 as follows: (a) 10% vest on a monthly basis over the year following the Grant Date of June 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.
F5The shares underlying the stock option vest as follows: (a) 10% vest on a monthly basis over the year following the Grant Date of March 4, 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.
F6The shares underlying the stock option vest as follows: (a) 10% vest on a monthly basis over the year following the Grant Date of April 1, 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.
F7The shares underlying the stock option vest in equal monthly installments over 48 months following the Grant Date of March 9, 2016.