0001209191-12-048432.txt : 20121004 0001209191-12-048432.hdr.sgml : 20121004 20121004175223 ACCESSION NUMBER: 0001209191-12-048432 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121002 FILED AS OF DATE: 20121004 DATE AS OF CHANGE: 20121004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stoppelman Jeremy CENTRAL INDEX KEY: 0001541476 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35444 FILM NUMBER: 121130448 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2012-10-02 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 Class A Common Stock 2012-10-02 4 C 0 10365 0.00 A 10365 D Class A Common Stock 2012-10-02 4 S 0 10365 27.82 D 0 D Employee Stock Option (Right to Buy) 0.352 2012-10-02 4 M 0 10365 0.00 D 2012-12-10 Class B Common Stock 10365 20730 D Class B Common Stock 2012-10-02 4 M 0 10365 0.00 A Class A Common Stock 10365 10365 D Class B Common Stock 2012-10-02 4 C 0 10365 0.00 D Class A Common Stock 10365 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. 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. Not applicable. /s/ Donna Hammer, Attorney-in-fact 2012-10-04