YELP INC — Director's Dealing 2019

Feb 11, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Wilson Laurence (Chief Administrative Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-07	Common Stock	A	13794	$0.00	Acquired	189466	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	55950	Acquired	2029-02-07	Common Stock (55950)	Direct
2019-02-07	Performance Rights	$	A	13794	Acquired	2023-02-07	Common Stock (13794)	Direct

Footnotes

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

F2: The shares underlying the stock option vest in equal monthly installments over 48 months following the grant date.

F3: 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.