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