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Filing Details

Accession Number:: 0001181431-13-043484
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-08-07 21:20:53
Reporting Period:: 2013-08-05

Filing Date:: 2013-08-07
Accepted Time:: 2013-08-07 21:20:53
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	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2013-08-05	0	$0.00	0	No	4	C	Indirect	See Footnotes
Class A Common Stock	Disposition	2013-08-05	0	$0.00	882,656	No	4	S	Direct
Class A Common Stock	Disposition	2013-08-05	125,000	$54.08	757,656	No	4	S	Direct
Class A Common Stock	Acquisiton	2013-08-06	0	$0.00	0	No	4	C	Indirect	See Footnotes
Class A Common Stock	Disposition	2013-08-06	0	$0.00	757,656	No	4	S	Direct
Class A Common Stock	Disposition	2013-08-06	153,000	$52.19	604,656	No	4	S	Direct
Class A Common Stock	Acquisiton	2013-08-07	0	$0.00	0	No	4	C	Indirect	See Footnotes
Class A Common Stock	Disposition	2013-08-07	0	$0.00	604,656	No	4	S	Direct
Class A Common Stock	Disposition	2013-08-07	115,000	$51.32	489,656	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	S	Direct
No	4	C	Indirect	See Footnotes
No	4	S	Direct
No	4	S	Direct
No	4	C	Indirect	See Footnotes
No	4	S	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Price	Price - 2
Class A Common Stock	Class B Common Stock	Disposition	2013-08-05	$0.00	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2013-08-06	$0.00	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2013-08-07	$0.00	$0.00

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	C	Indirect
No	4	C	Indirect
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 August 5, 2013, Bessemer Venture Partners VI, L.P. ("BVP VI") sold 278,605 shares, Bessemer Venture Partners Co-Investment LP ("BVP Co-Investment") sold 98,429 shares and Bessemer Venture Partners VI Institutional L.P. ("BVP Institutional," and together with BVP VI and BVP Co-Investment, the "Funds") sold 6,714 shares at the weighted average sale price of $54.87810 (the "August 5 Fund Sales").
After the August 5 Fund Sales, BVP VI owned 4,435,689 shares, BVP Co-Investment owned 1,567,106 shares, and BVP Institutional owned 106,879 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.
Represents 125,000 shares sold by Mr. Levine on August 5, 2013 (the "August 5 Levine Sales").
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 $53.58 to $54.62. 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 August 5 Levine Sales, Mr. Levine held 757,656 shares.
On August 6, 2013, BVP VI sold 426,802 shares, BVP Co-Investment sold 150,787 shares and BVP Institutional sold 10,284 shares at the weighted average sale price of $ 52.42251 (the "August 6 Fund Sales").
After the August 6 Fund Sales, BVP VI owned 4,008,887 shares, BVP Co-Investment owned 1,416,319 shares, and BVP Institutional owned 96,595 shares of Class B Common Stock.
Represents 153,000 shares sold by Mr. Levine on August 6, 2013 (the "August 6 Levine Sales")
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 $51.80719 to $52.61967. 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 August 6 Levine Sales, Mr. Levine held 604,656 shares.
On August 7, 2013, BVP VI sold 644,843 shares, BVP Co-Investment sold 227,820 shares and BVP Institutional sold 15,537 shares at the weighted average sale price of $51.77530 (the "August 7 Fund Sales").
After the August 7 Fund Sales, BVP VI owned 3,364,044 shares, BVP Co-Investment owned 1,188,499 shares, and BVP Institutional owned 81,058 shares of Class B Common Stock.
Represents 115,000 shares sold by Mr. Levine on August 7, 2013 (the "August 7 Levine Sales")
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 $50.75 to $52.77. 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 August 7 Levine Sales, Mr. Levine held 489,656 shares.