13G Filing: Prescott General Partners LLC and Yelp Inc (YELP)

ITEM 1.

(a)

Name of Issuer:

Yelp Inc.

(b)

Address of Issuer’s Principal Executive Offices:

140 New Montgomery Street, 9th Floor

San Francisco, CA

ITEM 2.

(a)

Name of Person Filing:

(i)

Prescott General Partners LLC (“PGP”)

(iii)

Prescott Investors Profit Sharing Trust (“PIPS”)

(iii)

Thomas W. Smith

The joint filing of this statement shall not be deemed
to be an admission that the reporting persons (the “Reporting Persons”) comprise a “group” within
the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. The Reporting Persons each disclaim beneficial
ownership of the shares reported in this statement in excess of those shares as to which they have or share voting or investment
authority.

(b)

Address of Principal Business Office:

The following is the address of the principal business
office of each of the Reporting Persons:

2200 Butts Road, Suite 320

Boca Raton, FL 33431

(c)

Citizenship:

PGP is a Delaware limited liability company. PIPS
is an employee profit-sharing plan organized under the laws of the State of Delaware. Thomas W. Smith is a United States citizen.

(d)

Title of Class of Securities:

Common Stock, par value $0.000001 (the “Shares”).

(e)

CUSIP Number:

985817105