SEC Form 4 · accession 0001209191-19-009134
YELP INC · YELP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Charles Baker
Officer — Chief Financial Officer
Period of report
Feb 7, 2019
Accepted (ET)
Feb 11, 2019 · 7:26 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 StockF1,F2 | Feb 7, 2019 | A | 20,690 | $0.00 | A | 132,169 | D | |
| Common StockF3,F4 | holding | — | — | — | 1,750 | I | See Footnote 4 |
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)F5 | $36.25 | Feb 7, 2019 | A | 83,900 | A | — | Feb 7, 2029 | Common Stock | 83,900 | 83,900 | D |
| Performance RightsF6 | — | Feb 7, 2019 | A | 20,690 | A | — | Feb 7, 2023 | Common Stock | 20,690 | 20,690 | D |
Explanation of responses
- F1Represents the grant of restricted stock units that vest in quarterly installments over four years from the date of grant.
- F2Includes 398 shares purchased under the Issuer's 2012 Employee Stock Purchase Plan ("ESPP") on 11/30/18.
- F3Since the date of the Reporting Person's last ownership report, he transferred, as trustee of his family trust, 1,750 shares of common stock to his former spouse pursuant to a domestic relations order. The Reporting Person no longer reports as beneficially owned any securities owned by his former spouse.
- F4Shares are held by the Reporting Person as trustee of his family trust. The Reporting Person holds voting and dispositive power over the shares.
- F5The shares underlying the stock option vest in equal monthly installments over 48 months following the grant date.
- F6The performance rights are subject to both a performance goal and time-based vesting. The rights are eligible to vest only if the average closing price of the issuer's stock equals or exceeds $45.3125 over any 60-trading day period during the four years following the grant date. If the performance goal is met, the rights will vest quarterly over four years following the grant date, subject to the reporting person's continued service. Any rights that have met the time-based vesting schedule at the time the performance goal is achieved will fully vest as of such date, and thereafter any remaining unvested rights will continue vesting solely according to the time-based vesting schedule, subject to the continuous service requirement.