0001209191-14-074617.txt : 20141211
0001209191-14-074617.hdr.sgml : 20141211
20141211175632
ACCESSION NUMBER: 0001209191-14-074617
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20141209
FILED AS OF DATE: 20141211
DATE AS OF CHANGE: 20141211
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: 141281728
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
2014-12-09
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
2014-12-09
4
C
0
6000
0.00
A
6000
D
Class A Common Stock
2014-12-09
4
S
0
6000
50.3807
D
0
D
Employee Stock Option (Right to Buy)
7.16
2014-12-09
4
M
0
6000
0.00
D
2021-01-05
Class B Common Stock
6000
836514
D
Class B Common Stock
2014-12-09
4
M
0
6000
0.00
A
Class A Common Stock
6000
6000
D
Class B Common Stock
2014-12-09
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 $50.265 to $50.465, 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
2014-12-11