Yelp (YELP) to Create Single Class of Stock

September 23, 2016 8:59 AM EDT

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Yelp Inc. (NYSE: YELP) announced that all outstanding shares of its Class A and Class B common stock automatically converted into a single class of common stock on a one-for-one basis, effective at 5:00 p.m. Eastern time on September 22, 2016. The conversion had no effect on the economic rights of holders of shares of Class A common stock or Class B common stock, except for the elimination of the different voting powers of the two classes of stock, and Yelp does not expect it to have any material effect on its future operations.

The conversion occurred automatically pursuant to Yelp’s certificate of incorporation as a result of the number of outstanding shares of Class B common stock representing less than ten percent of the total number of outstanding shares of Class A and Class B common stock. The single class of common stock has the same voting powers, preferences, rights and qualifications, limitations and restrictions as the former Class A common stock. All shares of Yelp’s outstanding capital stock are now entitled to one vote per share.

Yelp filed a certificate with the Delaware Secretary of State on September 23, 2016 effecting the retirement and cancellation of the Class A and Class B shares. This certificate of retirement also had the effect of eliminating obsolete provisions in the company’s certificate of incorporation relating to the dual-class common structure. Immediately following the filing of the certificate of retirement, the company filed an amended and restated certificate of incorporation reflecting the removal of such obsolete provisions. The amended and restated certificate of incorporation became effective on September 23, 2016.

No stockholder action is required in connection with the conversion. Any existing stock certificates validly issued for shares of the company's Class A common stock or Class B common stock will represent shares of the single class of common stock, and shares held in brokerage accounts will be automatically adjusted by the broker to reflect the change. Trading in the single class of common stock will continue on the New York Stock Exchange under the ticker symbol YELP. The common stock has the same CUSIP number as previously assigned to the Class A common stock.



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