0001209191-14-057762.txt : 20140912 0001209191-14-057762.hdr.sgml : 20140912 20140912182642 ACCESSION NUMBER: 0001209191-14-057762 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140910 FILED AS OF DATE: 20140912 DATE AS OF CHANGE: 20140912 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: Wilson Laurence CENTRAL INDEX KEY: 0001539846 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35444 FILM NUMBER: 141101728 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 2014-09-10 0 0001345016 YELP INC YELP 0001539846 Wilson Laurence C/O YELP INC. 140 NEW MONTGOMERY ST., 9TH FLOOR SAN FRANCISCO CA 94105 0 1 0 0 SVP, Legal & User Operations Class A Common Stock 2014-09-10 4 C 0 1250 0.00 A 21250 D Class A Common Stock 2014-09-10 4 S 0 1250 80.96 D 20000 D Employee Stock Option (Right to Buy) 7.16 2014-09-10 4 M 0 1250 0.00 D 2021-01-25 Class B Common Stock 1250 116250 D Class B Common Stock 2014-09-10 4 M 0 1250 0.00 A Class A Common Stock 1250 4633 D Class B Common Stock 2014-09-10 4 C 0 1250 0.00 D Class A Common Stock 1250 3383 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 shares underlying the stock option vest in equal monthly installments over 36 months from November 1, 2011. 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. /s/ Donna Hammer, Attorney-in-fact 2014-09-12