0001209191-15-007524.txt : 20150129 0001209191-15-007524.hdr.sgml : 20150129 20150129174731 ACCESSION NUMBER: 0001209191-15-007524 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150127 FILED AS OF DATE: 20150129 DATE AS OF CHANGE: 20150129 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: Donaker Geoffrey L CENTRAL INDEX KEY: 0001539856 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35444 FILM NUMBER: 15560137 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 2015-01-27 0 0001345016 YELP INC YELP 0001539856 Donaker Geoffrey L C/O YELP INC. 140 NEW MONTGOMERY ST., 9TH FLOOR SAN FRANCISCO CA 94105 1 1 0 0 Chief Operating Officer Class A Common Stock 2015-01-27 4 C 0 6000 0.00 A 6000 D Class A Common Stock 2015-01-27 4 S 0 3850 55.5146 D 2150 D Class A Common Stock 2015-01-27 4 S 0 2150 55.7914 D 0 D Employee Stock Option (Right to Buy) 7.16 2015-01-27 4 M 0 6000 0.00 D 2021-01-05 Class B Common Stock 6000 794514 D Class B Common Stock 2015-01-27 4 M 0 6000 0.00 A Class A Common Stock 6000 6000 D Class B Common Stock 2015-01-27 4 C 0 6000 0.00 D Class A Common Stock 6000 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. 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 $54.73 to $55.72, 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 $55.74 to $55.89, 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 as follows: (a) for the first 12 months following 11/10/10, 10,191 shares vested monthly; (b) for the second 12 months, 15,624 shares vested monthly; (c) for the third 12 months, 20,669 shares vested monthly; (d) for the fourth 12 months, 26,127 shares vested monthly; and (e) for the next 12 months, the remainder of the shares vest ratably. 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 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 2015-01-29