Filing Details

Accession Number:
0001209191-14-066381
Form Type:
4
Zero Holdings:
No
Publication Time:
2014-11-04 18:34:11
Reporting Period:
2014-11-03
Filing Date:
2014-11-04
Accepted Time:
2014-11-04 18:34:11
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
1229666 J Robert Krolik C/O Yelp Inc.
140 New Montgomery St., 9Th Floor
San Francisco CA 94105
Chief Financial Officer 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 2014-11-03 10,000 $0.00 10,000 No 4 C Direct
Class A Common Stock Acquisiton 2014-11-03 5,000 $0.00 15,000 No 4 M Direct
Class A Common Stock Disposition 2014-11-03 3,400 $60.30 11,600 No 4 S Direct
Class A Common Stock Disposition 2014-11-03 11,600 $61.22 0 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 C Direct
No 4 M 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 2014-11-03 5,000 $0.00 5,000 $9.08
Class A Common Stock Class B Common Stock Acquisiton 2014-11-03 5,000 $0.00 5,000 $0.00
Class A Common Stock Class B Common Stock Disposition 2014-11-03 10,000 $0.00 10,000 $0.00
Class A Common Stock Employee Stock Option (Right to Buy) Disposition 2014-11-03 5,000 $0.00 5,000 $21.18
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
30,000 2021-07-26 No 4 M Direct
50,959 No 4 M Direct
40,959 No 4 C Direct
215,000 2023-02-05 No 4 M Direct
Footnotes
  1. Each share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock.
  2. Shares were sold pursuant to a duly adopted 10b5-1 trading plan.
  3. 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 $59.78 to $60.75, 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.
  4. 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 $60.80 to $61.59, 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.
  5. The shares underlying the stock option vest in installments as follows: (a) 25% of the shares vested on 7/27/2012 then (b) the remaining shares vest in equal monthly installments over the following 36 months.
  6. 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.
  7. 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.
  8. Not applicable.
  9. The shares underlying the stock option vest in monthly installments as follows: (a) 10% of the shares vest in equal monthly installments over the 12 month period following July 27, 2013 (the vesting commencement date); then (b) 20% of the shares vest in equal monthly installments over the following 12 month period; then (c) 30% of the shares vest in equal monthly installments over the following 12 month period; and then (d) 40% of the shares vest in equal monthly installments over the following 12 month period, such that all of the shares subject to the stock option will be vested as of the fourth anniversary of the vesting commencement date.