Filing Details
- Accession Number:
- 0001209191-16-142719
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2016-09-23 21:23:35
- Reporting Period:
- 2016-09-22
- Filing Date:
- 2016-09-23
- Accepted Time:
- 2016-09-23 21:23:35
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1345016 | Yelp Inc | YELP | Services-Personal Services (7200) | 201854266 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1539846 | Laurence Wilson | C/O Yelp Inc. 140 New Montgomery St., 9Th Floor San Francisco CA 94105 | Svp, Legal & User Operations | No | Yes | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Acquisiton | 2016-09-21 | 5,500 | $0.00 | 117,718 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2016-09-21 | 5,500 | $38.16 | 112,218 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2016-09-22 | 112,218 | $0.00 | 0 | No | 4 | C | Direct | |
| Common Stock | Acquisiton | 2016-09-22 | 112,218 | $0.00 | 112,218 | No | 4 | A | Direct | |
| Common Stock | Acquisiton | 2016-09-22 | 49,233 | $0.00 | 161,451 | No | 4 | A | Direct | |
| Common Stock | Acquisiton | 2016-09-23 | 31,150 | $0.00 | 192,601 | No | 4 | M | Direct | |
| Common Stock | Disposition | 2016-09-23 | 6,000 | $39.16 | 186,601 | No | 4 | S | Direct | |
| Common Stock | Disposition | 2016-09-23 | 8,000 | $40.16 | 178,601 | No | 4 | S | Direct | |
| Common Stock | Disposition | 2016-09-23 | 17,150 | $41.16 | 161,451 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | C | Direct | |
| No | 4 | S | Direct | |
| No | 4 | C | Direct | |
| No | 4 | A | Direct | |
| No | 4 | A | Direct | |
| No | 4 | M | Direct | |
| No | 4 | S | Direct | |
| No | 4 | S | Direct | |
| No | 4 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class B Common Stock | Employee Stock Option (Right to Buy) | Disposition | 2016-09-21 | 5,500 | $0.00 | 5,500 | $7.16 |
| Class A Common Stock | Class B Common Stock | Acquisiton | 2016-09-21 | 5,500 | $0.00 | 5,500 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2016-09-21 | 5,500 | $0.00 | 5,500 | $0.00 |
| Common Stock | Class B Common Stock | Disposition | 2016-09-22 | 49,233 | $0.00 | 49,233 | $0.00 |
| Class B Common Stock | Employee Stock Option (Right to Buy) | Disposition | 2016-09-22 | 41,150 | $0.00 | 41,150 | $7.16 |
| Common Stock | Employee Stock Option (Right to Buy) | Acquisiton | 2016-09-22 | 41,150 | $0.00 | 41,150 | $7.16 |
| Class A Common Stock | Employee Stock Option (Right to Buy) | Disposition | 2016-09-22 | 220,000 | $0.00 | 220,000 | $21.18 |
| Common Stock | Employee Stock Option (Right to Buy) | Acquisiton | 2016-09-22 | 220,000 | $0.00 | 220,000 | $21.18 |
| Class A Common Stock | Employee Stock Option (Right to Buy) | Disposition | 2016-09-22 | 24,450 | $0.00 | 24,450 | $53.83 |
| Common Stock | Employee Stock Option (Right to Buy) | Acquisiton | 2016-09-22 | 24,450 | $0.00 | 24,450 | $53.83 |
| Class A Common Stock | Employee Stock Option (Right to Buy) | Disposition | 2016-09-22 | 40,000 | $0.00 | 40,000 | $20.47 |
| Common Stock | Employee Stock Option (Right to Buy) | Acquisiton | 2016-09-22 | 40,000 | $0.00 | 40,000 | $20.47 |
| Common Stock | Employeee Stock Option (Right to Buy) | Disposition | 2016-09-23 | 31,150 | $0.00 | 31,150 | $7.16 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 41,150 | 2021-01-26 | No | 4 | M | Direct | |
| 54,733 | No | 4 | M | Direct | ||
| 49,233 | No | 4 | C | Direct | ||
| 0 | No | 4 | C | Direct | ||
| 0 | 2021-01-26 | No | 4 | J | Direct | |
| 41,150 | 2021-01-26 | No | 4 | J | Direct | |
| 0 | 2023-02-05 | No | 4 | J | Direct | |
| 220,000 | 2023-02-05 | No | 4 | J | Direct | |
| 0 | 2025-01-08 | No | 4 | J | Direct | |
| 24,450 | 2025-01-08 | No | 4 | J | Direct | |
| 0 | 2026-03-09 | No | 4 | J | Direct | |
| 40,000 | 2026-03-09 | No | 4 | J | Direct | |
| 10,000 | 2021-01-26 | No | 4 | M | Direct |
Footnotes
- 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.
- 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.
- Fully vested.
- As of the date of the transaction, each share of Class B Common Stock was convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and had no expiration date. All Class A Common Stock and Class B Common Stock would convert automatically into Common Stock on the earlier of (i) the date on which the number of outstanding shares of Class B Common Stock represented 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.
- Also as of the date of the transaction, each share of Class B Common Stock would 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 was 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.
- In connection with the conversion described in footnote (3), 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.
- The shares underlying the stock option vest as follows: (a) 10% vest on a monthly basis over the year following the Grant Date of February 5, 2013; (b) 20% vest on a monthly basis over the following year; (c) 30% vest on a monthly basis over the following year; and (d) 40% vest on a monthly basis over the following year.
- The shares underlying the stock option vest as follows: (a) 10% vest on a monthly basis over the year following the Grant Date of January 8, 2015; (b) 20% vest on a monthly basis over the following year; (c) 30% vest on a monthly basis over the following year; and (d) 40% vest on a monthly basis over the following year.
- The shares underlying the stock option vest in equal monthly installments over 48 months following the Grant Date of March 9, 2016.
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