Filing Details

Accession Number:
0001181431-13-029519
Form Type:
4
Zero Holdings:
No
Publication Time:
2013-05-21 18:53:53
Reporting Period:
2013-05-17
Filing Date:
2013-05-21
Accepted Time:
2013-05-21 18:53:53
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
1219230 H Peter Fenton 2480 Sand Hill Road
Suite 200
Menlo Park CA 94025
Yes No Yes 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 2013-05-17 1,529,286 $0.00 1,529,286 No 4 C Indirect See footnote
Class A Common Stock Disposition 2013-05-17 1,529,286 $0.00 0 No 4 J Indirect See footnote
Class A Common Stock Acquisiton 2013-05-17 187,396 $0.00 187,396 No 4 C Indirect See footnote
Class A Common Stock Disposition 2013-05-17 187,396 $0.00 0 No 4 J Indirect See footnote
Class A Common Stock Acquisiton 2013-05-17 35,879 $0.00 35,879 No 4 C Indirect See footnote
Class A Common Stock Disposition 2013-05-17 35,879 $0.00 0 No 4 J Indirect See footnote
Class A Common Stock Acquisiton 2013-05-17 28,233 $0.00 28,233 No 4 C Indirect See footnote
Class A Common Stock Disposition 2013-05-17 28,233 $0.00 0 No 4 J Indirect See footnote
Class A Common Stock Acquisiton 2013-05-17 75,580 $0.00 205,248 No 4 J Indirect See footnote
Class A Common Stock Acquisiton 2013-05-17 7,895 $0.00 7,895 No 4 J Indirect See footnote
Class A Common Stock Disposition 2013-05-20 7,895 $31.72 0 No 4 S Indirect See footnote
Class A Common Stock Acquisiton 2013-05-17 2,000,000 $0.00 2,000,000 No 4 C Indirect See footnote
Class A Common Stock Disposition 2013-05-17 2,000,000 $0.00 0 No 4 J Indirect See footnote
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 C Indirect See footnote
No 4 J Indirect See footnote
No 4 C Indirect See footnote
No 4 J Indirect See footnote
No 4 C Indirect See footnote
No 4 J Indirect See footnote
No 4 C Indirect See footnote
No 4 J Indirect See footnote
No 4 J Indirect See footnote
No 4 J Indirect See footnote
No 4 S Indirect See footnote
No 4 C Indirect See footnote
No 4 J Indirect See footnote
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 2013-05-17 1,529,286 $0.00 1,529,286 $0.00
Class A Common Stock Class B Common Stock Disposition 2013-05-17 187,396 $0.00 187,396 $0.00
Class A Common Stock Class B Common Stock Disposition 2013-05-17 35,879 $0.00 35,879 $0.00
Class A Common Stock Class B Common Stock Disposition 2013-05-17 28,233 $0.00 28,233 $0.00
Class A Common Stock Class B Common Stock Disposition 2013-05-17 2,000,000 $0.00 2,000,000 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
2,222,117 No 4 C Indirect
272,294 No 4 C Indirect
52,134 No 4 C Indirect
41,024 No 4 C Indirect
2,906,084 No 4 C Indirect
Footnotes
  1. Shares are owned directly by Benchmark Capital Partners V, L.P. ("BCP V").
  2. Shares are owned directly by Benchmark Founders' Fund V, L.P. ("BFF V").
  3. Shares are owned directly by Benchmark Founders' Fund V-A, L.P. ("BFF V-A").
  4. Shares are owned directly by Benchmark Founders' Fund V-B, L.P. ("BFF V-B").
  5. Benchmark Capital Management Co. V, L.L.C. ("BCMC V"), the general partner of each of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have had the sole voting and dispositive power over the 2,000,000 shares of the Issuer's Class A Common Stock being distributed by BCP V and its affiliated funds (the "Benchmark V Funds"). BCMC V and each of its managing members disclaim beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that BCMC V and its managing members is the beneficial owner of these shares for purposes of Section 16 or any other purpose.
  6. Represents a pro-rata, in-kind distribution by the Benchmark V Funds, without additional consideration, to their respective partners, members and assignees.
  7. Upon the pro-rata distribution by the Benchmark V Funds being reported hereunder, each share of Class B Common Stock distributed was automatically converted into one share of Class A Common Stock
  8. 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 Common Stock on the earlier of (i) the date on which the number of outstanding shares of Class B Common Stock represent 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.
  9. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock (i) upon such date as is specified by the affirmative vote or written consent of the holders of at least 66 2/3% of the outstanding shares of Class B Common Stock, (ii) upon any transfer, whether or not for value (subject to certain exceptions), or (iii) 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.
  10. BCMC V, the general partner of the Benchmark V Funds, may be deemed to have the sole voting and dispositive power over the 2,906,084 shares of the Issuer's Class B Common Stock held by the Benchmark V Funds. BCMC V and each of its managing members disclaim beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that BCMC V and its managing members is the beneficial owner of these shares for purposes of Section 16 or any other purpose.
  11. Shares are owned directly by Peter H. Fenton's family trust.
  12. Shares are owned directly by Benchmark Capital Holdings Co., L.L.C., which serves as the Benchmark V Funds' management company and is under common control with BCMC V.
  13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.63 to $32.67, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 13 to this Form 4.