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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

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Sec. Name	Acquisiton - Disposition	Date	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2013-02-27	$0.00	0	No	4	C	Indirect	See footnotes
Class A Common Stock	Disposition	2013-02-27	$0.00	882,656	No	4	S	Direct
Class A Common Stock	Acquisiton	2013-02-28	$0.00	0	No	4	C	Indirect	See footnotes
Class A Common Stock	Disposition	2013-02-28	$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

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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	2013-02-27	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

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.
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").
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.
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.
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").
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.
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.