0001209191-13-014295.txt : 20130305 0001209191-13-014295.hdr.sgml : 20130305 20130305190750 ACCESSION NUMBER: 0001209191-13-014295 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130301 FILED AS OF DATE: 20130305 DATE AS OF CHANGE: 20130305 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: 13667711 MAIL ADDRESS: STREET 1: C/O YELP! INC. STREET 2: 706 MISSION ST. CITY: SAN FRANCISCO STATE: CA ZIP: 94103 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: YELP INC CENTRAL INDEX KEY: 0001345016 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 201854266 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 706 MISSION ST, 7TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 95103 BUSINESS PHONE: 415-568-3249 MAIL ADDRESS: STREET 1: 706 MISSION ST, 7TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 95103 FORMER COMPANY: FORMER CONFORMED NAME: YELP! INC DATE OF NAME CHANGE: 20051121 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2013-03-01 0 0001345016 YELP INC YELP 0001539856 Donaker Geoffrey L C/O YELP INC. 706 MISSION ST., 7TH FLOOR SAN FRANCISCO CA 94103 1 1 0 0 Chief Operating Officer Employee Stock Option (Right to Buy) 0.32 2013-03-01 4 M 0 342708 0.00 D 2017-12-10 Class B Common Stock 342708 61732 D Class B Common Stock 2013-03-01 4 M 0 342708 0.00 A Class A Common Stock 342708 342708 D 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 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 2013-03-05