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Filing Details

Accession Number:: 0001181431-13-013251
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-02-28 14:48:12
Reporting Period:: 2013-02-26

Filing Date:: 2013-02-28
Accepted Time:: 2013-02-28 14:48:12
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1345016	Yelp Inc	YELP	Services-Personal Services (7200)	201854266

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1219230	H Peter Fenton	2480 Sand Hill Road Suite 200 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	2013-02-26	1,146,964	$0.00	1,146,964	No	4	C	Indirect	See footnote
Class A Common Stock	Disposition	2013-02-26	1,146,964	$0.00	0	No	4	J	Indirect	See footnote
Class A Common Stock	Acquisiton	2013-02-26	140,547	$0.00	140,547	No	4	C	Indirect	See footnote
Class A Common Stock	Disposition	2013-02-26	140,547	$0.00	0	No	4	J	Indirect	See footnote
Class A Common Stock	Acquisiton	2013-02-26	26,910	$0.00	26,910	No	4	C	Indirect	See footnote
Class A Common Stock	Disposition	2013-02-26	26,910	$0.00	0	No	4	J	Indirect	See footnote
Class A Common Stock	Acquisiton	2013-02-26	21,175	$0.00	21,175	No	4	C	Indirect	See footnote
Class A Common Stock	Disposition	2013-02-26	21,175	$0.00	0	No	4	J	Indirect	See footnote
Class A Common Stock	Acquisiton	2013-02-26	55,815	$0.00	129,668	No	4	J	Indirect	See footnote
Class A Common Stock	Acquisiton	2013-02-26	5,824	$0.00	5,824	No	4	J	Indirect	See fotnote
Class A Common Stock	Disposition	2013-02-27	5,824	$21.34	0	No	4	S	Indirect	See footnote
Class A Common Stock	Acquisiton	2013-02-26	1,500,000	$0.00	1,500,000	No	4	C	Indirect	See footnote
Class A Common Stock	Disposition	2013-02-26	1,500,000	$0.00	0	No	4	J	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	C	Indirect	See footnote
No	4	J	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	J	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	J	Indirect	See footnote
No	4	J	Indirect	See footnote
No	4	J	Indirect	See fotnote
No	4	S	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	J	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	2013-02-26	1,146,964	$0.00	1,146,964	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2013-02-26	140,547	$0.00	140,547	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2013-02-26	26,910	$0.00	26,910	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2013-02-26	21,175	$0.00	21,175	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2013-02-26	1,500,000	$0.00	1,500,000	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
3,751,403	No	4	C	Indirect
459,690	No	4	C	Indirect
88,013	No	4	C	Indirect
69,257	No	4	C	Indirect
4,906,084	No	4	C	Indirect

Footnotes

Shares are owned directly by Benchmark Capital Partners V, L.P. ("BCP V").
Shares are owned directly by Benchmark Founders' Fund V, L.P. ("BFF V").
Shares are owned directly by Benchmark Founders' Fund V-A, L.P. ("BFF V-A").
Shares are owned directly by Benchmark Founders' Fund V-B, L.P. ("BFF V-B").
Benchmark Capital Management Co. V, L.L.C. ("BCMC V"), the general partner of each of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have had the sole voting and dispositive power over 1,500,000 shares of the Issuer's Class A Common Stock being distributed by the Benchmark V Funds. BCMC V and each of its managing members disclaim beneficial ownership of theseshares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that BCMC V and its managing members is the beneficial owner of these shares for purposes of Section 16 of any other purpose.
Represents a pro rata, in-kind distribution by BCP V and its affiliated funds (the "Benchmark V Funds"),without additional consideration, to their respective partners. As part of this distribution, BCMC V received 381,548 shares of Class A Common Stock, which was immediately distributed to its members and assignees.
Upon the pro rata distribution by the Benchmark V Funds being reported hereunder, each share of Class B Common Stock distributed was automatically converted into one share of Class A Common Stock.
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 Common Stock 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.
BCMC V, the general partner of each of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have the sole voting and dispositive power over 4,906,084 shares of the Issuer's Class B Common Stock held by the Benchmark V Funds. BCMC V and each of its managing members disclaim beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that BCMC V and its managing members is the beneficial owner of these shares for purposes of Section 16 of any other purpose.
Represents a pro rata distribution by BCMC V and the Benchmark V Funds without additional consideration to their partners, members and assignees.
Shares are owned directly by Peter H. Fenton's family trust.
Shares are owned directly by Benchmark Capital Holdings Co., L.L.C., which serves as the Benchmark V Funds' management company and is under common control with BCMC V.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.97 to $21.64, 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 14 to this Form 4.