Yelp Announces Conversion of Class A and Class B Common Stock into a Single Class of Common Stock
September 23 2016 - 8:57AM
Business Wire
Yelp Inc. (NYSE: YELP), the company that connects people with
great local businesses, today announced that all outstanding shares
of its Class A and Class B common stock automatically converted
into a single class of common stock on a one-for-one basis,
effective at 5:00 p.m. Eastern time on September 22, 2016. The
conversion had no effect on the economic rights of holders of
shares of Class A common stock or Class B common stock, except for
the elimination of the different voting powers of the two classes
of stock, and Yelp does not expect it to have any material effect
on its future operations.
The conversion occurred automatically pursuant to Yelp’s
certificate of incorporation as a result of the number of
outstanding shares of Class B common stock representing less than
ten percent of the total number of outstanding shares of Class A
and Class B common stock. The single class of common stock has the
same voting powers, preferences, rights and qualifications,
limitations and restrictions as the former Class A common stock.
All shares of Yelp’s outstanding capital stock are now entitled to
one vote per share.
Yelp filed a certificate with the Delaware Secretary of State on
September 23, 2016 effecting the retirement and cancellation of the
Class A and Class B shares. This certificate of retirement also had
the effect of eliminating obsolete provisions in the company’s
certificate of incorporation relating to the dual-class common
structure. Immediately following the filing of the certificate of
retirement, the company filed an amended and restated certificate
of incorporation reflecting the removal of such obsolete
provisions. The amended and restated certificate of incorporation
became effective on September 23, 2016.
No stockholder action is required in connection with the
conversion. Any existing stock certificates validly issued for
shares of the company's Class A common stock or Class B common
stock will represent shares of the single class of common stock,
and shares held in brokerage accounts will be automatically
adjusted by the broker to reflect the change. Trading in the single
class of common stock will continue on the New York Stock Exchange
under the ticker symbol YELP. The common stock has the same CUSIP
number as previously assigned to the Class A common stock.
About Yelp
Yelp Inc. (http://www.yelp.com) connects people with great local
businesses. Yelp was founded in San Francisco in July 2004. Since
then, Yelp communities have taken hold in major metros across more
than 30 countries. Approximately 23 million unique devices1
accessed Yelp via the Yelp app, approximately 73 million unique
visitors visited Yelp via desktop computer2 and approximately 69
million unique visitors visited Yelp via mobile website3 on a
monthly average basis during the second quarter of 2016. By the end
of the same quarter, Yelpers had written approximately 108 million
rich, local reviews, making Yelp the leading local guide for real
word-of-mouth on everything from boutiques and mechanics to
restaurants and dentists.
1 Calculated as the number of unique devices accessing the app
on a monthly average basis over a given three-month period,
according to internal Yelp logs.
2 Calculated as the number of “users,” as measured by Google
Analytics, accessing Yelp via desktop computer on a monthly average
basis over a given three-month period.
3 Calculated as the number of “users,” as measured by Google
Analytics, accessing Yelp via the mobile website on a monthly
average basis over a given three-month period.
Forward-Looking Statements
This press release contains forward-looking statements relating
to, among other things, the future performance of Yelp and its
consolidated subsidiaries that are based on Yelp’s current
expectations, forecasts and assumptions and involve risks and
uncertainties. These statements include, but are not limited to,
statements regarding the effect of the conversion of Yelp’s Class A
and Class B common stock on its future operations. Yelp’s actual
results could differ materially from those predicted or implied and
reported results should not be considered as an indication of
future performance. Factors that could affect Yelp’s operating
results are included under the captions "Risk Factors" and
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" in Yelp’s most recent Annual Report on Form
10-K or Quarterly Report on Form 10-Q at http://www.yelp-ir.com or
the SEC's website at www.sec.gov. Undue reliance should not be
placed on the forward-looking statements in this release, which are
based on information available to Yelp on the date hereof. Yelp
assumes no obligation to update such statements.
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Investor Relations Contact InformationYelp Inc.Allie
Dalglish, 415-635-2412ir@yelp.com
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