0001209191-13-054473.txt : 20131127
0001209191-13-054473.hdr.sgml : 20131127
20131127184421
ACCESSION NUMBER: 0001209191-13-054473
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20131125
FILED AS OF DATE: 20131127
DATE AS OF CHANGE: 20131127
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: YELP INC
CENTRAL INDEX KEY: 0001345016
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200]
IRS NUMBER: 201854266
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 140 NEW MONTGOMERY STREET
STREET 2: 9TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94105
BUSINESS PHONE: (415) 908-3801
MAIL ADDRESS:
STREET 1: 140 NEW MONTGOMERY STREET
STREET 2: 9TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94105
FORMER COMPANY:
FORMER CONFORMED NAME: YELP! INC
DATE OF NAME CHANGE: 20051121
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Levchin Max R
CENTRAL INDEX KEY: 0001539853
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35444
FILM NUMBER: 131248830
MAIL ADDRESS:
STREET 1: C/O YELP! INC.
STREET 2: 706 MISSION ST.
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94103
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2013-11-25
0
0001345016
YELP INC
YELP
0001539853
Levchin Max R
C/O YELP INC.
140 NEW MONTGOMERY ST., 9TH FLOOR
SAN FRANCISCO
CA
94105
1
0
1
0
Class A Common Stock
2013-11-25
4
C
0
11733
0.00
A
11733
D
Class A Common Stock
2013-11-25
4
S
0
10000
61.74
D
1733
D
Class A Common Stock
2013-11-25
4
S
0
1733
62.4517
D
0
D
Class A Common Stock
2013-11-25
4
C
0
23465
0.00
A
23465
I
See Footnote
Class A Common Stock
2013-11-25
4
S
0
19000
61.2605
D
4465
I
See Footnote
Class A Common Stock
2013-11-25
4
S
0
4465
62.3033
D
0
I
See Footnote
Class B Common Stock
2013-11-25
4
C
0
11733
0.00
D
Class A Common Stock
11733
2051969
D
Class B Common Stock
2013-11-25
4
C
0
23465
0.00
D
Class A Common Stock
23465
2785617
I
See Footnote
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 $61.31 to $62.30, 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 $62.34 to $62.51, 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.
Shares are held by PENSCO Trust Company FBO Max Levchin Roth IRA. The Reporting Person holds voting and dispositive power over the shares.
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 $60.81 to $61.77, 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 $62.04 to $62.51, 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.
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 at least 66 2/3% of the outstanding shares of Class B Common Stock.
Not applicable.
/s/ Donna Hammer, Attorney-in-fact
2013-11-27