Amended Statement of Changes in Beneficial Ownership (4/a)
May 27 2022 - 6:54PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
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
*
Nachman Joseph R |
2. Issuer Name and Ticker or Trading Symbol
YELP INC
[
YELP
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Operating Officer |
(Last)
(First)
(Middle)
C/O YELP INC., 350 MISSION STREET, 10TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/20/2022 |
(Street)
SAN FRANCISCO, CA 94105
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
5/24/2022 |
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 Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security (Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. Code (Instr. 8)
|
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
|
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
|
7. Nature of Indirect Beneficial Ownership (Instr. 4)
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
Common Stock | 5/20/2022 | | F | | 9928 (1) | D | $29.62 | 332174 | D | |
Common Stock | 5/23/2022 | | S | | 4778 (2) | D | $28.6966 (3) | 327396 | D | |
Common Stock | 5/23/2022 | | S | | 1222 (2) | D | $29.5069 (4) | 326174 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of certain RSUs, which were previously reported in Table I following the date of grant. |
(2) | Shares were sold pursuant to a duly adopted 10b5-1 trading plan, adopted by the reporting person on February 17, 2022. |
(3) | The sales price reported is the weighted average sale price for the number of shares sold. These shares were sold in multiple transactions at prices ranging from $28.30 to $29.09, inclusive. Full information regarding the number of shares sold at each separate price will be supplied upon request by Securities and Exchange Commission Staff, the Issuer or a security holder of the Issuer. |
(4) | The sales price reported is the weighted average sale price for the number of shares sold. These shares were sold in multiple transactions at prices ranging from $29.34 to $29.70, inclusive. Full information regarding the number of shares sold at each separate price will be supplied upon request by Securities and Exchange Commission Staff, the Issuer or a security holder of the Issuer. |
Remarks: The Form 4 originally filed on May 24, 2022 incorrectly reflected the number of shares withheld to satisfy tax withholding obligations in connection with the vesting of certain RSUs and, as a result, the numbers of non-derivative securities beneficially owned following such disposition and the subsequent sales were also incorrect. As reflected in this amendment, 9,928 shares were withheld and the correct numbers of non-derivative securities beneficially owned following such disposition and the subsequent sales are 332,174 shares, 327,396 shares and 326,174 shares, respectively. This amendment is intended to replace, in its entirety, the Form 4 filed on May 24, 2022. |
Reporting Owners
|
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Nachman Joseph R C/O YELP INC. 350 MISSION STREET, 10TH FLOOR SAN FRANCISCO, CA 94105 |
|
| Chief Operating Officer |
|
Signatures
|
/s/ Elizabeth Prosser, Attorney-in-Fact | | 5/27/2022 |
**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 4(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 Jul 2024 to Aug 2024
Yelp (NYSE:YELP)
Historical Stock Chart
From Aug 2023 to Aug 2024