0001209191-16-138539.txt : 20160824
0001209191-16-138539.hdr.sgml : 20160824
20160824183803
ACCESSION NUMBER: 0001209191-16-138539
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160822
FILED AS OF DATE: 20160824
DATE AS OF CHANGE: 20160824
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: Stoppelman Michael
CENTRAL INDEX KEY: 0001682155
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35444
FILM NUMBER: 161850184
MAIL ADDRESS:
STREET 1: C/O YELP, INC.
STREET 2: 140 NEW MONTGOMERY ST., 9TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94105
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2016-08-22
0
0001345016
YELP INC
YELP
0001682155
Stoppelman Michael
140 NEW MONTGOMERY ST
9TH FLOOR
SAN FRANCISCO
CA
94105
0
0
0
1
Sr VP, Engineering
Class A Common Stock
2016-08-22
4
C
0
5000
0.00
A
131948
D
Class A Common Stock
2016-08-22
4
S
0
5000
38.19
D
126948
D
Class A Common Stock
2016-08-23
4
S
0
2781
37.45
D
124167
D
Employee Stock Option (Right to Buy)
7.16
2016-08-22
4
M
0
5000
0.00
D
2021-01-26
Class B Common Stock
5000
16000
D
Class B Common Stock
2016-08-22
4
M
0
5000
0.00
A
Class A Common Stock
5000
5000
D
Class B Common Stock
2016-08-22
4
C
0
5000
0.00
D
Class A Common Stock
5000
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.
Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of certain RSUs, previously reported in Table I following the date of grant. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.
Fully vested.
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
2016-08-24