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Filing Details

Accession Number:: 0001181431-13-009429
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-02-13 21:28:13
Reporting Period:: 2013-02-11

Filing Date:: 2013-02-13
Accepted Time:: 2013-02-13 21:28:13
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1345016	Yelp Inc	YELP	Services-Personal Services (7200)	000000000

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1077710	D Bret Pearlman	C/O Elevation Partners, L.p. 2800 Sand Hill Road, Suite 160 Menlo Park, CA 94025	No	No	Yes	No
1344061	Elevation Partners, L.p.	2800 Sand Hill Road, Suite 160 Menlo Park CA 94025	No	No	Yes	No
1344811	Elevation Associates, L.p.	2800 Sand Hill Road, Suite 160 Menlo Park CA 94025	No	No	Yes	No
1344812	Elevation Associates, Llc	2800 Sand Hill Road, Suite 160 Menlo Park CA 94025	No	No	Yes	No
1344813	Elevation Employee Side Fund, Llc	2800 Sand Hill Road, Suite 160 Menlo Park CA 94025	No	No	Yes	No
1344814	Elevation Management, Llc	2800 Sand Hill Road, Suite 160 Menlo Park CA 94025	No	No	Yes	No
1346414	Roger Mcnamee	C/O Elevation Partners, L.p. 2800 Sand Hill Road, Suite 160 Menlo Park, CA 94025	No	No	Yes	No
1346424	Paul Hewson	C/O Elevation Partners, L.p. 2800 Sand Hill Road, Suite 160 Menlo Park, CA 94025	No	No	Yes	No
1569386	Elevation Waiver Entity,L.p.	2800 Sand Hill Road, Suite 160 Menlo Park CA 94025	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2013-02-11	2,999,101	$0.00	2,999,101	No	4	C	Direct
Class A Common Stock	Disposition	2013-02-11	2,999,101	$0.00	0	No	4	J	Direct
Class A Common Stock	Acquisiton	2013-02-11	46,602	$0.00	46,602	No	4	J	Indirect	See Footnote
Class A Common Stock	Acquisiton	2013-02-11	256,381	$0.00	256,381	No	4	J	Indirect	See Footnote
Class A Common Stock	Acquisiton	2013-02-11	47,994	$0.00	47,994	No	4	J	Indirect	See Footnote
Class A Common Stock	Acquisiton	2013-02-11	899	$0.00	899	No	4	C	Indirect	See Footnote
Class A Common Stock	Disposition	2013-02-11	899	$0.00	0	No	4	J	Indirect	See Footnote
Class A Common Stock	Disposition	2013-02-12	46,602	$21.58	0	No	4	S	Indirect	See Footnote
Class A Common Stock	Disposition	2013-02-12	256,381	$21.58	0	No	4	S	Indirect	See Footnote
Class A Common Stock	Disposition	2013-02-12	47,994	$21.58	0	No	4	S	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Direct
No	4	J	Direct
No	4	J	Indirect	See Footnote
No	4	J	Indirect	See Footnote
No	4	J	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	J	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock	Disposition	2013-02-11	2,999,101	$0.00	2,999,101	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2013-02-11	899	$0.00	899	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
8,623,254			No	4	C	Direct
2,555			No	4	C	Indirect

Footnotes

This Form 4 is filed on behalf of a group consisting of Elevation Partners, L.P. ("Elevation Partners"), Elevation Associates, L.P. ("Elevation GP"), Elevation Associates, LLC ("Elevation LLC"), Elevation Employee Side Fund, LLC ("Side Fund"), Elevation Management, LLC ("Elevation Management"), Elevation Waiver Entity, L.P. ("Waiver Entity"), Mr. Paul Hewson, Mr. Bret Pearlman and Mr. Roger McNamee. Elevation GP is the sole general partner of Elevation Partners, and Elevation LLC is the sole general partner of Elevation GP and Waiver Entity. Elevation Management is the sole managing member of Side Fund. Messrs. Hewson, Perlman and McNamee are managers of each of Elevation LLC and Elevation Management as is Mr. Fred Anderson, who is filing a Form 4 separately.
As the sole general partner of Elevation Partners, Elevation GP may be deemed to be the indirect beneficial owner of shares beneficially owned by Elevation Partners. However, Elevation GP disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest. As the sole general partner of Elevation GP and Waiver Entity, Elevation LLC may be deemed to be the indirect beneficial owner of such shares beneficially owned by Elevation GP and Waiver Entity. However, Elevation LLC disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest.
As the sole managing member of Side Fund, Elevation Management may be deemed to be the indirect beneficial owner of such shares beneficially owned by Side Fund. However, Elevation Management disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest.
As managers of each of Elevation LLC and Elevation Management, Messrs. Hewson, Pearlman and McNamee may be deemed to be the indirect beneficial owner of shares beneficially owned by such entities. However, each of Messrs. Hewson, Pearlman and McNamee disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest.
Each share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock.
Disposition pursuant to a pro rata, in-kind distribution, for no additional consideration, to the partners of Elevation Partners.
Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. All Class A and Class B Common Stock will convert automatically into Common Stock on the earlier of (i) the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock and (ii) seven years following the effective date of the issuer's initial public offering.
In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock (i) upon such date as is specified by the affirmative vote or written consent of the holders of at least 66 2/3% of the outstanding shares of Class B common stock, (ii) upon any transfer, whether or not for value (subject to certain exceptions), or (iii) in the event of the death or disability (as defined in the amended and restated certificate of incorporation of the issuer) of the reporting person.
These securities are directly owned by Elevation Partners. Elevation GP, as the sole general partner of Elevation Partners, Elevation LLC, as the sole general partner of Elevation GP, and Messrs. Hewson, Pearlman and McNamee, as managers of Elevation LLC, may have indirect beneficial ownership of these shares. See Footnotes 1-4.
Disposition pursuant to a pro rata, in-kind distribution, for no additional consideration, to the members of Side Fund.
These securities are directly owned by Side Fund. Elevation Management, as the sole managing member of the Side Fund, and Messrs. Hewson, Pearlman and McNamee, as managers of Elevation Management, may have indirect beneficial ownership of these shares. See Footnotes 1-4.
Acquisition pursuant to a pro rata in-kind distribution to the partners of Elevation Partners.
These securities are directly owned by Elevation GP. Elevation LLC, as the sole general partner of Elevation GP, and Messrs. Hewson, Pearlman and McNamee, as managers of Elevation LLC, may have indirect beneficial ownership of these shares. See Footnotes 1-4.
These securities are directly owned by Elevation LLC. Messrs. Hewson, Pearlman and McNamee, as managers of Elevation LLC, may have indirect beneficial ownership of these shares. See Footnotes 1-4.
These securities are directly owned by Waiver Entity. Elevation LLC, as the sole general partner of Waiver Entity, and Messrs. Hewson, Pearlman and McNamee, as managers of Elevation LLC, may have indirect beneficial ownership of these shares. See Footnotes 1-4.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from from $21.5 to $21.89, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 16 to this Form 4.