0001209191-12-014724.txt : 20120301 0001209191-12-014724.hdr.sgml : 20120301 20120301195342 ACCESSION NUMBER: 0001209191-12-014724 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120301 FILED AS OF DATE: 20120301 DATE AS OF CHANGE: 20120301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stoppelman Jeremy CENTRAL INDEX KEY: 0001541476 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35444 FILM NUMBER: 12659768 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: 000000000 STATE OF INCORPORATION: DE 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 3 1 doc3.xml FORM 3 SUBMISSION X0204 3 2012-03-01 0 0001345016 YELP INC YELP 0001541476 Stoppelman Jeremy C/O YELP INC. 706 MISSION ST. SAN FRANCISCO CA 94103 1 1 1 0 Chief Executive Officer Employee Stock Option (Right to Buy) 0.352 2012-12-10 Class B Common Stock 621885 D Employee Stock Option (Right to Buy) 7.16 2021-01-05 Class B Common Stock 1601039 D Class B Common Stock Class A Common Stock 5174510 I By Trust 20% of the total shares underlying the option vested on December 11, 2008. The remaining shares vest 1/60 monthly in equal installments thereafter. 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. 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. 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. Not applicable. /s/ Donna Hammer, Attorney-in-fact 2012-03-01 EX-24.3_413524 2 poa.txt POA DOCUMENT LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints Robert Krolik, Laurence Wilson, Donna Hammer and Eric Steiner as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") or any rule or regulation of the SEC; (2) prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including any amendments thereto) with respect to the securities of Yelp! Inc., a Delaware corporation (the "Company"), with the SEC, any national securities exchanges and the Company, as considered necessary or advisable under Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder, as amended from time to time; (3) seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and (4) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. The undersigned acknowledges that: (1) this Power of Attorney authorizes, but does not require, such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information; (2) any documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable; (3) neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and (4) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act. The undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 2nd day of February, 2012. /s/ Jeremy Stoppelman