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Filing Details

Accession Number:: 0001181431-13-046391
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-08-23 21:00:31
Reporting Period:: 2013-08-21

Filing Date:: 2013-08-23
Accepted Time:: 2013-08-23 21:00:31
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	No	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	2013-08-21	178,100	$0.00	178,100	No	4	C	Indirect	See Footnotes
Class A Common Stock	Disposition	2013-08-21	178,100	$51.83	0	No	4	S	Indirect	See Footnotes
Class A Common Stock	Acquisiton	2013-08-22	165,000	$0.00	165,000	No	4	C	Indirect	See Footnotes
Class A Common Stock	Disposition	2013-08-22	165,000	$52.16	0	No	4	S	Indirect	See Footnotes
Class A Common Stock	Acquisiton	2013-08-23	162,000	$0.00	162,000	No	4	C	Indirect	See Footnotes
Class A Common Stock	Disposition	2013-08-23	162,000	$51.92	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	S	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	2013-08-21	178,100	$0.00	178,100	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2013-08-22	165,000	$0.00	165,000	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2013-08-23	162,000	$0.00	162,000	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2,034,276	No	4	C	Indirect
1,869,276	No	4	C	Indirect
1,707,276	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.
Represents 129,303 shares sold by Bessemer Venture Partners VI, L.P. ("BVP VI"), 45,681 shares sold by Bessemer Venture Partners Co-Investment LP ("BVP Co-Investment") and 3,116 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 $51.50 to $52.50. 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 1,476,907 shares, BVP Co-Investment owned 521,784 shares, and BVP Institutional owned 35,585 shares.
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 (defined below) on the Issuer's board of directors.
Deer VI & Co., LLC ("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 119,792 shares sold by BVP VI, 42,322 shares sold by BVP Co-Investment and 2,886 shares sold by BVP Institutional.
After the reported transaction, BVP VI owned 1,357,115 shares, BVP Co-Investment owned 479,462 shares, and BVP Institutional owned 32,699 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 $51.84 to $52.54. 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.
Represents 117,614 shares sold by BVP VI, 41,552 shares sold by BVP Co-Investment and 2,834 shares sold by BVP Institutional.
After the reported transaction, BVP VI owned 1,239,501 shares, BVP Co-Investment owned 437,910 shares, and BVP Institutional owned 29,865 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 $51.50 to $52.90. 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.