Initial Statement of Beneficial Ownership (3)
August 15 2016 - 6:41PM
Edgar (US Regulatory)
FORM 3
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
Stoppelman Michael
|
2. Date of Event Requiring Statement (MM/DD/YYYY)
8/5/2016
|
3. Issuer Name
and
Ticker or Trading Symbol
YELP INC [YELP]
|
(Last)
(First)
(Middle)
140 NEW MONTGOMERY ST, 9TH FLOOR
|
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
_____ Officer (give title below)
___
X
___ Other (specify below)
/ Sr VP, Engineering
|
(Street)
SAN FRANCISCO, CA 94105
(City)
(State)
(Zip)
|
5. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Beneficially Owned
|
1.Title of Security
(Instr. 4)
|
2. Amount of Securities Beneficially Owned
(Instr. 4)
|
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
|
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
|
Class A Common Stock
|
37434
(1)
|
D
|
|
Class A Common Stock
|
18717
(1)
|
D
|
|
Class A Common Stock
|
60175
(2)
|
D
|
|
Class A Common Stock
|
10622
|
D
|
|
Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security
(Instr. 4)
|
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
|
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
|
4. Conversion or Exercise Price of Derivative Security
|
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
|
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
|
Date Exercisable
|
Expiration Date
|
Title
|
Amount or Number of Shares
|
Employee Stock Option (Right to Buy)
|
(3)
|
1/26/2021
|
Class B Common Stock
(4)
(5)
|
21000
|
$7.16
|
D
|
|
Employee Stock Option (Right to Buy)
|
(3)
|
3/10/2021
|
Class B Common Stock
(4)
(5)
|
112500
|
$7.16
|
D
|
|
Employee Stock Option (Right to Buy)
|
(6)
|
6/5/2023
|
Class A Common Stock
|
220000
|
$28.20
|
D
|
|
Employee Stock Option (Right to Buy)
|
(6)
|
3/4/2025
|
Class A Common Stock
|
26700
|
$47.79
|
D
|
|
Employee Stock Option (Right to Buy)
|
(6)
|
4/1/2025
|
Class A Common Stock
|
13350
|
$45.50
|
D
|
|
Employee Stock Option (Right to Buy)
|
(7)
|
3/9/2026
|
Class A Common Stock
|
46650
|
$20.47
|
D
|
|
Explanation of Responses:
|
(
1)
|
Represents the grant of restricted stock units that vest in quarterly installments over four years from the Grant Date. The remaining unvested shares vest as follows: (a) 5.0% of the shares vest on each of August 20, 2016, November 20, 2016 and February 20, 2017; then (b) 7.5% of the shares vest on each of May 20, 2017, August 20, 2017, November 20, 2017 and February 20, 2018; and then (c) 10.0% of the shares vest on each of May 20, 2018, August 20, 2018, November 20, 2018 and February 20, 2019.
|
(
2)
|
Represents the grant of restricted stock units that vest in equal quarterly installments over four years from February 20, 2016.
|
(
3)
|
Fully vested.
|
(
4)
|
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.
|
(
5)
|
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 at least 66 2/3% of the outstanding shares of Class B Common Stock.
|
(
6)
|
The shares underlying the stock option vest as follows: (a) 10% vest on a monthly basis over the year following the grant date; (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, such that all of the shares underlying the stock option shall be vested as of the fourth anniversary of the grant date.
|
(
7)
|
The shares underlying the stock option vest in equal monthly installments over 48 months following the grant date.
|
Reporting Owners
|
Reporting Owner Name / Address
|
Relationships
|
Director
|
10% Owner
|
Officer
|
Other
|
Stoppelman Michael
140 NEW MONTGOMERY ST
9TH FLOOR
SAN FRANCISCO, CA 94105
|
|
|
|
Sr VP, Engineering
|
Signatures
|
/s/ Donna Hammer, Attorney-in-fact
|
|
8/15/2016
|
**
Signature of Reporting Person
|
Date
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
|
*
|
If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
|
**
|
Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
|
Note:
|
File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
|
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
|
Yelp (NYSE:YELP)
Historical Stock Chart
From Jun 2024 to Jul 2024
Yelp (NYSE:YELP)
Historical Stock Chart
From Jul 2023 to Jul 2024