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Filing Details

Accession Number:: 0001181431-13-009430
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-02-13 21:30:19
Reporting Period:: 2013-02-11

Filing Date:: 2013-02-13
Accepted Time:: 2013-02-13 21:30:19
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	Insider Title	Director	Officer	Large Shareholder	Other
1211665	D Fred Anderson	C/O Elevation Partners, L.p. 2800 Sand Hill Road, Suite 160 Menlo Park CA 94025		Yes	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	Indirect	See Footnote
Class A Common Stock	Disposition	2013-02-11	2,999,101	$0.00	0	No	4	J	Indirect	See Footnote
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	Indirect	See Footnote
No	4	J	Indirect	See Footnote
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	2012-02-11	2,999,101	$0.00	2,999,101	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2012-02-11	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	Indirect
2,555			No	4	C	Indirect

Footnotes

Represents a pro rata in-kind distribution, for no additional consideration, to the partners of Elevation Partners, L.P. ("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 owned directly by Elevation Partners. Elevation Associates, L.P. ("Elevation GP") is the sole and general partner of Elevation Partners, and Elevation Associates, LLC ("Elevation LLC") is the sole general partner of Elevation GP. Mr. Anderson is a manager of Elevation LLC. As manager of Elevation LLC, Mr. Anderson may be deemed to be the indirect beneficial owner of such shares owned by Elevation Partners. However, Mr. Anderson disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest.
pro rata in-kind distribution, for no additional consideration, to the members of Elevation Employee Side Fund, LLC ("Side Fund").
These securities are owned directly by Side Fund. Elevation Management, LLC ("Elevation Management") is the sole managing member of Side Fund. Mr. Anderson is a manager of Elevation Management. As manager of Elevation Management, Mr. Anderson may be deemed to be the indirect beneficial owner of such shares owned by Side Fund. However, Mr. Anderson 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.
These securities are directly owned by Elevation GP. Elevation LLC is the sole general partner of Elevation GP. As manager of Elevation LLC, Mr. Anderson may have indirect beneficial ownership of these shares owned by Elevation GP. See Footnote 4.
These securities are directly owned by Elevation LLC. As managers of Elevation LLC, Mr. Anderson may have indirect beneficial ownership of these shares owned by Elevation LLC. See Footnote 4.
These securities are directly owned by Elevation Waiver Entity, L.P. ("Waiver Entity"). Elevation LLC is the sole general partner of Waiver Entity. As manager of Elevation LLC, Mr. Anderson may have indirect beneficial ownership of these shares owned by Waiver Entity. See Footnote 4.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging 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 11 to this Form 4.