SEC Form 4 · accession 0001209191-16-142855

YELP INC · YELP

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

Reporting owner

Max R Levchin

10% Owner

Period of report

Sep 22, 2016

Accepted (ET)

Sep 26, 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
Class A Common Stock	Sep 22, 2016	C	785,037	$0.00	A	821,437	D
Class A Common Stock^F2	Sep 22, 2016	C	2,691,757	$0.00	A	2,691,757	I	See footnote
Class A Common Stock	Sep 22, 2016	C	821,437	$0.00	D	0	D
Common Stock	Sep 22, 2016	A	821,437	$0.00	A	821,437	D
Class A Common Stock^F2	Sep 22, 2016	C	2,691,757	$0.00	D	0	I	See footnote
Common Stock^F2	Sep 22, 2016	A	2,691,757	$0.00	A	2,691,757	I	See footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B Common Stock^F4,F5,F6	—	Sep 22, 2016	C	785,037	D	—	—	Class A Common Stock	785,037	0	D
Class B Common Stock^F2,F4,F5,F6	—	Sep 22, 2016	C	2,691,757	D	—	—	Class A Common Stock	2,691,757	0	I

Explanation of responses

F1Each share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock.
F2Shares are held by PENSCO Trust Company FBO Max Levchin Roth IRA. The Reporting Person holds voting and dispositive power over the shares.
F3On 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.
F4Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. All Class A Common Stock and Class B Common Stock will convert automatically into Common Stock on the earlier of (i) the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock and (ii) seven years following the effective date of the issuer's initial public offering.
F5In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock (i) upon any transfer, whether or not for value (subject to certain exceptions), or (ii) in the event of the death or disability (as defined in the amended and restated certificate of incorporation of the issuer) of the Reporting Person, or (iii) upon such date as is specified by the affirmative vote or written consent of at least 66 2/3% of the outstanding shares of Class B Common Stock.
F6Not applicable.