X0306
4
2015-04-15
0
0001345016
YELP INC
YELP
0001229666
KROLIK ROBERT J
C/O YELP INC.
140 NEW MONTGOMERY ST., 9TH FLOOR
SAN FRANCISCO
CA
94105
0
1
0
0
Chief Financial Officer
Class A Common Stock
2015-04-15
4
C
0
10000
0.00
A
10000
D
Class A Common Stock
2015-04-15
4
M
0
5000
0.00
A
15000
D
Class A Common Stock
2015-04-15
4
S
0
5200
48.0093
D
9800
D
Class A Common Stock
2015-04-15
4
S
0
9800
48.9948
D
0
D
Employee Stock Option (Right to Buy)
9.08
2015-04-15
4
M
0
5000
0.00
D
2021-07-26
Class B Common Stock
5000
20000
D
Class B Common Stock
2015-04-15
4
M
0
5000
0.00
A
Class A Common Stock
5000
32543
D
Class B Common Stock
2015-04-15
4
C
0
10000
0.00
D
Class A Common Stock
10000
22543
D
Employee Stock Option (Right to Buy)
21.18
2015-04-15
4
M
0
5000
0.00
D
2023-02-05
Class A Common Stock
5000
205000
D
Each share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock.
Shares were sold pursuant to a duly adopted 10b5-1 trading plan.
The sales price reported is the weighted average sale price for the number of shares sold. These shares were sold in multiple transactions at prices ranging from $47.60 to $48.60, inclusive. Full information regarding the number of shares sold at each separate price will be supplied upon request by Securities and Exchange Commission Staff, the Issuer or a security holder of the Issuer.
The sales price reported is the weighted average sale price for the number of shares sold. These shares were sold in multiple transactions at prices ranging from $48.79 to $49.03, inclusive. Full information regarding the number of shares sold at each separate price will be supplied upon request by Securities and Exchange Commission Staff, the Issuer or a security holder of the Issuer.
The shares underlying the stock option vest in installments as follows: (a) 25% of the shares vested on 7/27/2012 then (b) the remaining shares vest in equal monthly installments over the following 36 months.
Each 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.
In 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 the holders of at least 66 2/3% of the outstanding shares of Class B Common Stock.
Not applicable.
The shares underlying the stock option vest in monthly installments as follows: (a) 10% of the shares vest in equal monthly installments over the 12 month period following July 27, 2013 (the vesting commencement date); then (b) 20% of the shares vest in equal monthly installments over the following 12 month period; then (c) 30% of the shares vest in equal monthly installments over the following 12 month period; and then (d) 40% of the shares vest in equal monthly installments over the following 12 month period, such that all of the shares subject to the stock option will be vested as of the fourth anniversary of the vesting commencement date.
/s/Donna Hammer, Attorney-in-fact
2015-04-17