X0306
4
2014-08-25
0
0001345016
YELP INC
YELP
0001540652
Nachman Joseph R
C/O YELP INC.
140 NEW MONTGOMERY ST., 9TH FL.
SAN FRANCISCO
CA
94105
0
1
0
0
SVP, Revenue
Class A Common Stock
2014-08-25
4
C
0
8667
0.00
A
8667
D
Class A Common Stock
2014-08-25
4
S
0
8667
83.00
D
0
D
Employee Stock Option (Right to Buy)
7.16
2014-08-25
4
M
0
2793
0.00
D
2021-01-05
Class B Common Stock
2793
9777
D
Class B Common Stock
2014-08-25
4
M
0
2793
0.00
A
Class A Common Stock
2793
2793
D
Employee Stock Option (Right to Buy)
7.16
2014-08-25
4
M
0
5874
0.00
D
2021-01-05
Class B Common Stock
5874
26555
D
Class B Common Stock
2014-08-25
4
M
0
5874
0.00
A
Class A Common Stock
5874
8667
D
Class B Common Stock
2014-08-25
4
C
0
8667
0.00
D
Class A Common Stock
8667
0
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.
For the first 10 months following July 10, 2011, 2,104 shares vested monthly; thereafter, 1,061 shares shall vest on a monthly basis for 29 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 at least 66 2/3% of the outstanding shares of Class B Common Stock.
Not applicable.
For the first 10 months following July 10, 2011, 2,146 shares vested monthly; therafter, 3,189 shares shall vest on a monthly basis for 29 months.
/s/ Donna Hammer, Attorney-in-fact
2014-08-27