Filing Details

Accession Number:
0001181431-13-045631
Form Type:
4
Zero Holdings:
No
Publication Time:
2013-08-19 21:19:29
Reporting Period:
2013-08-15
Filing Date:
2013-08-19
Accepted Time:
2013-08-19 21:19:29
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
1211665 D Fred Anderson C/O Elevation Partners, L.p.
2800 Sand Hill Road, Suite 160
Menlo Park CA 94025
Yes No No 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 2013-08-15 2,675,378 $0.00 2,675,378 No 4 C Indirect See Footnote
Class A Common Stock Disposition 2013-08-15 2,675,378 $0.00 0 No 4 J Indirect See Footnote
Class A Common Stock Acquisiton 2013-08-15 191,770 $0.00 191,770 No 4 J Indirect See Footnote
Class A Common Stock Disposition 2013-08-16 35,701 $50.04 156,069 No 4 S Indirect See Footnote
Class A Common Stock Disposition 2013-08-16 14,299 $49.11 141,770 No 4 S Indirect See Footnote
Class A Common Stock Disposition 2013-08-16 4,738 $48.78 137,032 No 4 S Indirect See Footnote
Class A Common Stock Disposition 2013-08-16 1,309 $47.30 135,723 No 4 S Indirect See Footnote
Class A Common Stock Disposition 2013-08-19 33,916 $49.55 101,807 No 4 S Indirect See Footnote
Class A Common Stock Acquisiton 2013-08-15 42,814 $0.00 42,814 No 4 J Indirect See Footnote
Class A Common Stock Disposition 2013-08-16 33,543 $48.78 9,271 No 4 S Indirect See Footnote
Class A Common Stock Disposition 2013-08-16 9,271 $47.30 0 No 4 S Indirect See Footnote
Class A Common Stock Acquisiton 2013-08-15 804 $0.00 804 No 4 C Indirect See Footnote
Class A Common Stock Disposition 2013-08-15 804 $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 J Indirect See Footnote
No 4 S Indirect See Footnote
No 4 S Indirect See Footnote
No 4 S Indirect See Footnote
No 4 S Indirect See Footnote
No 4 S Indirect See Footnote
No 4 J Indirect See Footnote
No 4 S 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 2013-08-15 2,675,378 $0.00 2,675,378 $0.00
Class A Common Stock Class B Common Stock Disposition 2013-08-15 804 $0.00 804 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
225,773 No 4 C Indirect
36 No 4 C Indirect
Footnotes
  1. Each share of Class A Common Stock is issued upon conversion of one share of Class B Common Stock. Such conversion will become effective immediately prior to the delivery of shares of Class A Common Stock for the sale.
  2. 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 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 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.
  3. 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.
  4. These securities are directly owned by Elevation Partners, L.P. ("Elevation Partners"). Elevation Associates, L.P. ("Elevation GP") is the sole and general partner of Elevation Partners, and Elevation Associates, LLC ("Elevation LLC") is the sole general partner of Elevation GP. Mr. Anderson is a manager of Elevation LLC. As a manager of Elevation LLC, Mr. Anderson may be deemed to be the indirect beneficial owner of such shares owned by Elevation Partners. However, Mr. Anderson disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest.
  5. These securities are owned directly by Elevation Employee Side Fund, LLC ("Side Fund"). Elevation Management, LLC ("Elevation Management") is the sole managing member of Side Fund. Mr. Anderson is a manager of Elevation Management. As a manager of Elevation Management, Mr. Anderson may be deemed to be the indirect beneficial owner of such shares owned by Side Fund. However, Mr. Anderson disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest.
  6. Disposition pursuant to a pro rata, in-kind distribution, for no additional consideration, to the partners of Elevation Partners or to the members of Side Fund, as applicable. The distribution to the partners of Elevation Partners includes a distribution of shares to Elevation GP, which in turn distributed 191,770 shares to Elevation LLC. See footnote 7 below.
  7. Acquisition pursuant to a pro-rata, in-kind distribution to the partners of Elevation Partners.
  8. These securities are directly owned by Elevation LLC. Mr. Anderson, as a manager of Elevation LLC, may have indirect beneficial ownership of these shares. See footnote 4 above.
  9. These securities are directly owned by Elevation Waiver Entity, L.P. ("Waiver Entity"). Elevation LLC, as the sole general partner of Waiver Entity, and Mr. Anderson, as a manager of Elevation LLC, may have indirect beneficial ownership of these shares.
  10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.38 to $50.375, inclusive. The reporting persons undertake 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 10 to this Form 4.
  11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49 to $49.37, inclusive. The reporting persons undertake 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 11 to this Form 4.
  12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48 to $48.78, inclusive. The reporting persons undertake 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 12 to this Form 4.
  13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.24 to $49.95, inclusive. The reporting persons undertake 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.