SEC Form 4 · accession 0001209191-16-142724

YELP INC · YELP

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

Reporting owner

Officer — Chief Executive Officer · Director · 10% Owner

Period of report

Sep 22, 2016

Accepted (ET)

Sep 23, 2016 · 9:48 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	3,986,310	$0.00	A	3,986,310	I	See Footnote (2)
Common Stock^F2	Sep 23, 2016	S	263,000	$40.00	D	3,723,310	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	3,986,310	D	—	—	Common Stock	3,986,310	0	D
Employee Stock Option (Right to Buy)^F5	$7.16	Sep 22, 2016	J	1,601,039	D	—	Jan 5, 2021	Class B Common Stock	1,601,039	0	D
Employee Stock Option (Right to Buy)^F5	$7.16	Sep 22, 2016	J	1,601,039	A	—	Jan 5, 2021	Common Stock	1,601,039	1,601,039	D
Employee Stock Option (Right to Buy)^F6	$21.18	Sep 22, 2016	J	575,000	D	—	Feb 5, 2023	Class A Common Stock	575,000	0	D
Employee Stock Option (Right to Buy)^F6	$21.18	Sep 22, 2016	J	575,000	A	—	Feb 5, 2023	Common Stock	575,000	575,000	D
Employee Stock Option (Right to Buy)^F5	$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)^F5	$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)^F7	$53.83	Sep 22, 2016	J	32,600	D	—	Jan 8, 2025	Class A Common Stock	32,600	0	D
Employee Stock Option (Right to Buy)^F7	$53.83	Sep 22, 2016	J	32,600	A	—	Jan 8, 2025	Common Stock	32,600	32,600	D
Employee Stock Option (Right to Buy)^F8	$20.47	Sep 22, 2016	J	426,200	D	—	Mar 9, 2026	Class A Common Stock	426,200	0	D
Employee Stock Option (Right to Buy)^F8	$20.47	Sep 22, 2016	J	426,200	A	—	Mar 9, 2026	Common Stock	426,200	426,200	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 Jeremy Stoppelman as Trustee UA 03/16/10 Jeremy Stoppelman Revocable Trust. The Reporting Person holds voting and dispositive power over the shares.
F3Shares were sold pursuant to a duly adopted 10b5-1 trading plan.
F4In 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.
F5Fully vested.
F6The 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.
F7The shares underlying the stock option vest in equal monthly installments over 24 months following the Grant Date of January 8, 2015.
F8The shares underlying the stock option vest in equal monthly installments over 24 months following the Grant Date of March 9, 2016.