Filing Details

Accession Number:
0001181431-13-019771
Form Type:
4/A
Zero Holdings:
No
Publication Time:
2013-04-01 20:02:44
Reporting Period:
2013-02-27
Filing Date:
2013-04-01
Accepted Time:
2013-04-01 20:02:44
Original Submission Date:
2013-02-28
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
1534341 S. Jeremy Levine C/O Bessemer Venture Partners
1865 Palmer Avenue, Suite 104
Larchmont NY 10538
Yes No No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class A Common Stock Acquisiton 2013-02-27 0 $0.00 0 No 4 C Indirect See footnotes
Class A Common Stock Disposition 2013-02-27 0 $0.00 882,656 No 4 S Direct
Class A Common Stock Acquisiton 2013-02-28 0 $0.00 0 No 4 C Indirect See footnotes
Class A Common Stock Disposition 2013-02-28 0 $0.00 882,656 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 C Indirect See footnotes
No 4 S Direct
No 4 C Indirect See footnotes
No 4 S Direct
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Class A Common Stock Class B Common Stock Disposition 2013-02-27 0 $0.00 0 $0.00
Class A Common Stock Class B Common Stock Disposition 2013-02-28 0 $0.00 0 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 No 4 C Indirect
0 No 4 C Indirect
Footnotes
  1. 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 a single class of 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 any transfer, whether or not for value (subject to certain exceptions), or (ii) 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.
  2. On February 27, 2013, Bessemer Venture Partners VI, L.P. ("BVP VI") sold 6,225 shares, Bessemer Venture Partners Co-Investment LP ("BVP Co-Investment") sold 2,199 shares and Bessemer Venture Partners VI Institutional L.P. ("BVP Institutional," and together with BVP VI and BVP Co-Investment, the "Funds") sold 150 shares at the weighted average sale price of $22.0031 (the "February 27 Fund Sales").
  3. After the February 27 Fund Sales, BVP VI owned 5,765,167 shares, BVP Co-Investment owned 2,036,804 shares, and BVP Institutional owned 138,914 shares of Class B Common Stock.
  4. Mr. Levine is a managing member of Deer Management Co. LLC, the management company affiliate of the Funds. Mr. Levine disclaims beneficial ownership of the securities sold by the Funds and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any, by virtue of his interest in Deer VI, the general partner of each of the Funds, and his indirect limited partnership interest in BVP Co-Investment.
  5. On February 28, 2013, BVP VI sold 145,202 shares, BVP Co-Investment sold 51,299 shares and BVP Institutional sold 3,499 shares at the weighted average sale price of $22.1711 (the "February 28 Fund Sales").
  6. After the February 28 Fund Sales, BVP VI owned 5,619,965 shares, BVP Co-Investment owned 1,985,505 shares, and BVP Institutional owned 135,415 shares of Class B Common Stock.
  7. This amended and restated Form 4 is being filed to correct the specific allocation of shares among the Funds as previously reported in footnotes 3 and 6.