SEC Form 4 · accession 0001209191-16-142723

YELP INC · YELP

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

Reporting owner

Director

Period of report

Sep 22, 2016

Accepted (ET)

Sep 23, 2016 · 9:43 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
Common Stock^F2	Sep 22, 2016	A	397,940	$0.00	A	397,940	I	See Footnote (2)

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B Common Stock^F1	$0.00	Sep 22, 2016	C	397,940	D	—	—	Common Stock	397,940	0	D
Employee Stock Option (Right to Buy)^F4	$7.16	Sep 22, 2016	J	415,709	D	—	Jan 5, 2021	Class B Common Stock	415,709	0	D
Employee Stock Option (Right to Buy)^F4	$7.16	Sep 22, 2016	J	415,709	A	—	Jan 5, 2021	Common Stock	415,709	415,709	D
Employee Stock Option (Right to Buy)^F5	$21.18	Sep 22, 2016	J	425,000	D	—	Feb 5, 2023	Class A Common Stock	425,000	0	D
Employee Stock Option (Right to Buy)^F5	$21.18	Sep 22, 2016	J	425,000	A	—	Feb 5, 2023	Common Stock	425,000	425,000	D
Employee Stock Option (Right to Buy)^F4	$21.18	Sep 22, 2016	J	90,000	D	—	Feb 5, 2023	Class A Common Stock	90,000	0	D
Employee Stock Option (Right to Buy)^F4	$21.18	Sep 22, 2016	J	90,000	A	—	Feb 5, 2023	Common Stock	90,000	90,000	D
Employee Stock Option (Right to Buy)^F6	$53.83	Sep 22, 2016	J	26,100	D	—	Jan 8, 2025	Class A Common Stock	26,100	0	D
Employee Stock Option (Right to Buy)^F6	$53.83	Sep 22, 2016	J	26,100	A	—	Jan 8, 2025	Common Stock	26,100	26,100	D
Employee Stock Option (Right to Buy)^F7	$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)^F7	$20.47	Sep 22, 2016	J	53,300	A	—	Mar 9, 2026	Common Stock	53,300	53,300	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 Geoffrey Donaker as Trustee UA 02/07/05 Donaker Revocable 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.
F4Fully vested.
F5The shares underlying the stock option vest in equal monthly installments as follows: (a) 10% of the shares vest over the 12 month period from the Grant Date of February 5, 2013; then (b) 20% of the shares vest over the following 12 month period; then (c) 30% of the shares vest over the following 12 month period; and then (d) 40% of the shares vest over the following 12 month period, such that all of the shares vest as of the four year anniversary of the Grant Date.
F6The shares underlying the stock option vest in equal monthly installments over 24 months following the grant date of January 8, 2015.
F7The shares underlying the stock option vest in equal monthly installments over 12 months following the grant date of March 9, 2016.