FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
YELP INC [ YELP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/22/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 09/22/2016 | A(1) | 397,940 | A | $0.00 | 397,940 | I(2) | See Footnote (2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock | $0.00(1) | 09/22/2016 | C(1) | 397,940 | (1) | (1) | Common Stock | 397,940 | $0.00 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $7.16 | 09/22/2016 | J(3) | 415,709 | (4) | 01/05/2021 | Class B Common Stock | 415,709 | $0.00 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $7.16 | 09/22/2016 | J(3) | 415,709 | (4) | 01/05/2021 | Common Stock | 415,709 | $0.00 | 415,709 | D | ||||
Employee Stock Option (Right to Buy) | $21.18 | 09/22/2016 | J(3) | 425,000 | (5) | 02/05/2023 | Class A Common Stock | 425,000 | $0.00 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $21.18 | 09/22/2016 | J(3) | 425,000 | (5) | 02/05/2023 | Common Stock | 425,000 | $0.00 | 425,000 | D | ||||
Employee Stock Option (Right to Buy) | $21.18 | 09/22/2016 | J(3) | 90,000 | (4) | 02/05/2023 | Class A Common Stock | 90,000 | $0.00 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $21.18 | 09/22/2016 | J(3) | 90,000 | (4) | 02/05/2023 | Common Stock | 90,000 | $0.00 | 90,000 | D | ||||
Employee Stock Option (Right to Buy) | $53.83 | 09/22/2016 | J(3) | 26,100 | (6) | 01/08/2025 | Class A Common Stock | 26,100 | $0.00 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $53.83 | 09/22/2016 | J(3) | 26,100 | (6) | 01/08/2025 | Common Stock | 26,100 | $0.00 | 26,100 | D | ||||
Employee Stock Option (Right to Buy) | $20.47 | 09/22/2016 | J(3) | 53,300 | (7) | 03/09/2026 | Class A Common Stock | 53,300 | $0.00 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $20.47 | 09/22/2016 | J(3) | 53,300 | (7) | 03/09/2026 | Common Stock | 53,300 | $0.00 | 53,300 | D |
Explanation of Responses: |
1. On September 22, 2016, each share of the Issuer's outstanding Class A common stock and Class B common stock automatically converted into one share of common stock pursuant to the Issuer's amended and restated certificate of incorporation. |
2. Shares are held by Geoffrey Donaker as Trustee UA 02/07/05 Donaker Revocable Trust. The Reporting Person holds voting and dispositive power over the shares. |
3. In connection with the conversion described in footnote (1), outstanding options denominated in Class A or Class B common stock issued under the Issuer's equity incentive plans remain unchanged, except that they now represent the right to receive shares of the single class of common stock rather than shares of Class A or Class B common stock. |
4. Fully vested. |
5. The shares underlying the stock option vest in equal monthly installments as follows: (a) 10% of the shares vest over the 12 month period from the Grant Date of February 5, 2013; then (b) 20% of the shares vest over the following 12 month period; then (c) 30% of the shares vest over the following 12 month period; and then (d) 40% of the shares vest over the following 12 month period, such that all of the shares vest as of the four year anniversary of the Grant Date. |
6. The shares underlying the stock option vest in equal monthly installments over 24 months following the grant date of January 8, 2015. |
7. The shares underlying the stock option vest in equal monthly installments over 12 months following the grant date of March 9, 2016. |
Remarks: |
/s/ Laurence Wilson, Attorney-in-fact | 09/23/2016 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |