YELP INC — Director's Dealing 2019

Feb 12, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: YELP INC (YELP)
CIK: 0001345016
Period of Report: 2019-02-07

Reporting Person: Baker Charles (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-07	Common Stock	A	20690	$0.00	Acquired	132169	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-07	Employee Stock Option (Right to Buy)	$36.25	A	83900	Acquired	2029-02-07	Common Stock (83900)	Direct
2019-02-07	Performance Rights	$	A	20690	Acquired	2023-02-07	Common Stock (20690)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1750	Indirect

Footnotes

F1: Represents the grant of restricted stock units that vest in quarterly installments over four years from the date of grant.

F2: Includes 398 shares purchased under the Issuer's 2012 Employee Stock Purchase Plan ("ESPP") on 11/30/18.

F3: Since the date of the Reporting Person's last ownership report, he transferred, as trustee of his family trust, 1,750 shares of common stock to his former spouse pursuant to a domestic relations order. The Reporting Person no longer reports as beneficially owned any securities owned by his former spouse.

F4: Shares are held by the Reporting Person as trustee of his family trust. The Reporting Person holds voting and dispositive power over the shares.

F5: The shares underlying the stock option vest in equal monthly installments over 48 months following the grant date.

F6: The performance rights are subject to both a performance goal and time-based vesting. The rights are eligible to vest only if the average closing price of the issuer's stock equals or exceeds $45.3125 over any 60-trading day period during the four years following the grant date. If the performance goal is met, the rights will vest quarterly over four years following the grant date, subject to the reporting person's continued service. Any rights that have met the time-based vesting schedule at the time the performance goal is achieved will fully vest as of such date, and thereafter any remaining unvested rights will continue vesting solely according to the time-based vesting schedule, subject to the continuous service requirement.