SEC Form 4/A · accession 0001209191-16-152735
YELP INC · YELP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Michael Stoppelman
Other
Period of report
Nov 21, 2016
Accepted (ET)
Dec 1, 2016 · 5:56 pm EST
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 | Nov 21, 2016 | M | 5,000 | $7.16 | A | 129,167 | D | |
| Common Stock | Nov 21, 2016 | S | 5,000 | $38.48 | D | 124,167 | D | |
| Common StockF2 | Nov 21, 2016 | S | 3,736 | $37.7949 | D | 120,431 | 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 | Nov 21, 2016 | M | 5,000 | D | — | Jan 26, 2021 | Common Stock | 5,000 | 1,000 | D |
Explanation of responses
- F1Shares were sold pursuant to a duly adopted 10b5-1 trading plan.
- F2Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of certain RSUs, previously reported in Table I following the date of grant. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.
- F3Fully vested.
Remarks
The Form 4 originally filed by the reporting person on November 23, 2016 incorrectly reflected the number of non-derivative securities beneficially owned following the reported exercise and sell-to-cover. As reflected in this amendment, the correct number is 120,431 shares. This amendment is intended to place, in its entirety, the Form 4 filed on November 23, 2016.