SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Stoppelman Jeremy

(Last) (First) (Middle)
C/O YELP INC.
706 MISSION ST.

(Street)
SAN FRANCISCO CA 94103

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2012
3. Issuer Name and Ticker or Trading Symbol
YELP INC [ YELP ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) (1) 12/10/2012 Class B Common Stock (2) (3) 621,885 0.352 D
Employee Stock Option (Right to Buy) (4) 01/05/2021 Class B Common Stock (2) (3) 1,601,039 7.16 D
Class B Common Stock (2) (3) (5) Class A Common Stock 5,174,510 (2) (3) I By Trust
Explanation of Responses:
1. 20% of the total shares underlying the option vested on December 11, 2008. The remaining shares vest 1/60 monthly in equal installments thereafter.
2. 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. Class B Common Stock will convert automatically into Class A 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.
3. 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, shares of Class B Common Stock held by the reporting person or the reporting peron's permitted estate planning entities will, convert in Class A Common Stock, provided that the conversion will be deferred for up to nine months following the death or disability so long as exclusive voting control of the reprting person's shares of Class B Common Stock is being exercised by a group of voting trustees previously approved by the issuer's board of directors.
4. For the first 12 months following 11/10/10, 13,342 shares vested monthly; for the second 12 months, 20,013 shares vest monthly; for the third 12 months, 26,684 shares vest monthly; for the fourth 12 months, 33,355 shares vest monthly; and for the fifth 12 months, the remainder of the shares vest ratably.
5. Not applicable.
Remarks:
/s/ Donna Hammer, Attorney-in-fact 03/01/2012
** 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 5 (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.
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