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YELP INC — Director's Dealing 2013
Feb 5, 2013
31687_dirs_2013-02-05_7695665b-5057-4b9e-bde8-781662e1e5d9.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: YELP INC (YELP)
CIK: 0001345016
Period of Report: 2013-02-01
Reporting Person: Wilson Laurence (General Counsel and Secretary)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2013-02-01 | Class A Common Stock | C | 4375 | $0.00 | Acquired | 4375 | Direct |
| 2013-02-01 | Class A Common Stock | S | 4375 | $21.44 | Disposed | 0 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2013-02-01 | Class B Common Stock | $ | C | 4375 | Disposed | Class A Common Stock (4375) | Direct |
Footnotes
F1: Each share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock.
F2: Shares were sold pursuant to a duly adopted 10b5-1 trading plan.
F3: 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.
F4: 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.
F5: Not applicable.