SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Eaton Sam

(Last) (First) (Middle)
C/O YELP INC.
140 NEW MONTGOMERY ST., 9TH FLOOR

(Street)
SAN FRANCISCO CA 94105

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/04/2021
3. Issuer Name and Ticker or Trading Symbol
YELP INC [ YELP ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Technology Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
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)
Common Stock 144,852(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: 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) (2) 06/30/2024 Common Stock 7,100 76.68 D
Employee Stock Option (Right to Buy) (2) 07/01/2025 Common Stock 2,950 42.44 D
Employee Stock Option (Right to Buy) (2) 04/01/2026 Common Stock 667 19.55 D
Employee Stock Option (Right to Buy) (3) 01/08/2029 Common Stock 18,850 35.51 D
Explanation of Responses:
1. Includes an aggregate of 123,186 unvested restricted stock units, which vest as follows: a) 414 shares that vest in equal quarterly installments over four years following the grant date of July 10, 2017; b) 3,387 shares that vest in equal quarterly installments over four years following the grant date of January 16, 2018; c) 11,700 shares that vest in equal quarterly installments over four years following the grant date of January 8, 2019; d) 26,422 shares that vest in equal quarterly installments over four years following the grant date of January 15, 2020; e) 9,293 shares, 37.5% of which vest on May 20, 2021 and 6.25% of which vest each quarter thereafter until fully vested; and f) 71,970 shares that vest in equal quarterly installments over four years following the grant date of February 5, 2021.
2. Fully vested.
3. The shares underlying the stock option vest in equal monthly installments over 48 months following the grant date of January 8, 2019.
Remarks:
/s/ Elizabeth Prosser, Attorney-in-Fact 03/12/2021
** 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 Number.