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

 

ITEM 3

3. If this Statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

If this Statement is filed pursuant to Rule 13d-1(c),
check this box [x]

ITEM 4.

4. Ownership

(a)

PGP – 3,851,774 Shares; PIPS – 122,408 Shares; Thomas W. Smith – 708,480 Shares.

(b)

PGP – 4.8%; PIPS – 0.2%; Thomas W. Smith – 0.9%.

(c)

PGP, as the general partner of three private investment limited partnerships (the “Partnerships”), may be deemed to share the power to vote or to direct the vote and to dispose or to direct the disposition of 3,851,774 Shares held by the Partnerships.

 

PIPS
has the sole power to vote or to direct the vote of and to dispose or to direct the disposition of 122,408 Shares.

Mr.
Smith has the sole power to vote or to direct the vote of and to dispose or to direct the disposition of 500,000 Shares held by
Ridgeview Smith Investments LLC, a limited liability company established by Mr. Smith and of which he is the sole member.

In
his capacity as investment manager for certain managed accounts, Mr. Smith may be deemed to have the shared power to vote or to
direct the vote of and to dispose or to direct the disposition of 208,480 Shares. Voting and investment authority over managed
accounts established for the benefit of certain family members and friends of Mr. Smith is subject to each beneficiary’s
right, if so provided, to terminate or otherwise direct the disposition of the managed account.

 

ITEM 5.

5. Ownership of Five Percent or Less of a Class

Not applicable.

ITEM 6.

Ownership of More than Five Percent on Behalf of Another Person

PGP, as the general partner of the Partnerships, may
be deemed to beneficially own 3,851,774 Shares held by the Partnerships. Mr. Smith may be deemed to beneficially own 208,480 Shares
in his capacity as an investment manager for certain managed accounts. The Partnerships and the managed accounts have the right
to receive dividends from, and the proceeds from the sale of, the Shares held by the Partnerships and the managed accounts, respectively.
Voting and investment authority over managed accounts established for the benefit of certain family members and friends of Mr.
Smith is subject to each beneficiary’s right, if so provided, to terminate or otherwise direct the disposition of the managed
account.