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Filing Details

Accession Number:: 0001181431-13-019774
Form Type:: 4/A
Zero Holdings:: No
Publication Time:: 2013-04-01 20:05:32
Reporting Period:: 2013-02-26

Filing Date:: 2013-04-01
Accepted Time:: 2013-04-01 20:05:32
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	Director	Officer	Large Shareholder	Other
1362888	Bessemer Venture Partners Co-Investment L.p.	C/O Bessemer Venture Partners 1865 Palmer Avenue, Suite 104 Larchmont NY 10538	Yes	No	Yes	No
1362889	L.p. Institutional Vi Partners Venture Bessemer	C/O Bessemer Venture Partners 1865 Palmer Avenue, Suite 104 Larchmont NY 10538	No	No	Yes	No
1362890	Deer Vi & Co. Llc	C/O Bessemer Venture Partners 1865 Palmer Avenue, Suite 104 Larchmont NY 10538	Yes	No	Yes	No
1362891	L.p. Vi Partners Venture Bessemer	C/O Bessemer Venture Partners 1865 Palmer Avenue, Suite 104 Larchmont NY 10538	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	343,695	$0.00	343,695	No	4	C	Indirect	See footnotes
Class A Common Stock	Disposition	2013-02-26	343,695	$0.00	0	No	4	J	Indirect	See footnotes
Class A Common Stock	Acquisiton	2013-02-27	8,574	$0.00	8,574	No	4	C	Indirect	See footnotes
Class A Common Stock	Disposition	2013-02-27	8,574	$22.00	0	No	4	S	Indirect	See footnotes
Class A Common Stock	Acquisiton	2013-02-28	200,000	$0.00	200,000	No	4	C	Indirect	See footnotes
Class A Common Stock	Disposition	2013-02-28	200,000	$22.17	0	No	4	S	Indirect	See footnotes

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

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	343,695	$0.00	343,695	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2013-02-27	8,574	$0.00	8,574	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2013-02-28	200,000	$0.00	200,000	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
7,949,459	No	4	C	Indirect
7,940,885	No	4	C	Indirect
7,740,885	No	4	C	Indirect

Footnotes

Each share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock automatically upon the Distribution.
On February 26, 2013, Bessemer Venture Partners Co-Investment L.P. ("BVP Co-Investment") distributed, for no consideration, 343,695 shares of Class B Common Stock (the "Shares") of the Issuer (the "Distribution") to one or more limited partners, representing such limited partner or partners' respective interests in the shares held by BVP Co-Investment, which Distribution resulted in the automatic conversion of such shares into an equivalent number of shares of Class A Common Stock (the "Shares"). On the same date, such limited partner(s) distributed, for no consideration, the Shares to certain of its or their members in an amount equal to each such member's or members' respective pro rata interests in the Shares. The Distribution was made in accordance with the exemption afforded by Rule 16a-13 of the Securities Exchange Act of 1934, as amended.
Jeremy Levine, a managing member of Deer Management Co. LLC, the management company affiliate of the Funds, serves as the representative of the Funds and Deer VI on the Issuer's board of directors.
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.
After the Distribution, BVP Co-Investment owns 2,039,003 shares.
Deer VI is the general partner of each of the Funds. Deer VI disclaims beneficial ownership of the securities owned directly by the Funds, and this report shall not be deemed as an admission that Deer VI is the beneficial owner of such securities, except to the extent of its pecuniary interest therein, if any, by virtue of its general partner interests in the Funds.
Represents 6,225 shares sold by Bessemer Venture Partners VI, L.P. ("BVP VI"), 2,199 shares sold by Bessemer Co-Investment and 150 shares sold by Bessemer Venture Partners VI Institutional L.P. ("BVP Institutional," and together with BVP VI and BVP Co-Investment, the "Funds").
The price reported represents the weighted average sale price of the shares sold. The prices of the shares sold in the Reported Transaction ranged from $22.00 to $22.02. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price.
After the reported transaction, BVP VI owned 5,765,167 shares, BVP Co-Investment owned 2,036,804 shares, and BVP Institutional owned 138,914 shares.
Represents 145,202 shares sold by BVP VI, 51,299 shares sold by Bessemer Co-Investment and 3,499 shares sold by BVP Institutional.
After the reported transaction, BVP VI owned 5,619,965 shares, BVP Co-Investment owned 1,985,505 shares, and BVP Institutional owned 135,415 shares.
The price reported represents the weighted average sale price of the shares sold. The prices of the shares sold in the Reported Transaction ranged from $22.00 to $22.36. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price.
This amended and restated Form 4 is being filed to correct the specific allocation of shares among the Funds as previously reported in footnotes 5, 9, and 11.