0001181431-13-045631.txt : 20130819
0001181431-13-045631.hdr.sgml : 20130819
20130819211929
ACCESSION NUMBER: 0001181431-13-045631
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20130815
FILED AS OF DATE: 20130819
DATE AS OF CHANGE: 20130819
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: YELP INC
CENTRAL INDEX KEY: 0001345016
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200]
IRS NUMBER: 201854266
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 706 MISSION ST, 7TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 95103
BUSINESS PHONE: (415) 908-3801
MAIL ADDRESS:
STREET 1: 706 MISSION ST, 7TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 95103
FORMER COMPANY:
FORMER CONFORMED NAME: YELP! INC
DATE OF NAME CHANGE: 20051121
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ANDERSON FRED D
CENTRAL INDEX KEY: 0001211665
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35444
FILM NUMBER: 131049560
MAIL ADDRESS:
STREET 1: C/O APPLE COMPUTER INC
STREET 2: 1 INFINITE LOOP
CITY: CUPERTINO
STATE: CA
ZIP: 95014
4
1
rrd388766.xml
FORM 4
X0306
4
2013-08-15
0
0001345016
YELP INC
YELP
0001211665
ANDERSON FRED D
C/O ELEVATION PARTNERS, L.P.
2800 SAND HILL ROAD, SUITE 160
MENLO PARK
CA
94025
1
0
0
0
Class A Common Stock
2013-08-15
4
C
0
2675378
0.00
A
2675378
I
See Footnote
Class A Common Stock
2013-08-15
4
J
0
2675378
0.00
D
0
I
See Footnote
Class A Common Stock
2013-08-15
4
J
0
191770
0
A
191770
I
See Footnote
Class A Common Stock
2013-08-16
4
S
0
35701
50.0420
D
156069
I
See Footnote
Class A Common Stock
2013-08-16
4
S
0
14299
49.1066
D
141770
I
See Footnote
Class A Common Stock
2013-08-16
4
S
0
4738
48.78
D
137032
I
See Footnote
Class A Common Stock
2013-08-16
4
S
0
1309
47.3
D
135723
I
See Footnote
Class A Common Stock
2013-08-19
4
S
0
33916
49.5464
D
101807
I
See Footnote
Class A Common Stock
2013-08-15
4
J
0
42814
0.00
A
42814
I
See Footnote
Class A Common Stock
2013-08-16
4
S
0
33543
48.78
D
9271
I
See Footnote
Class A Common Stock
2013-08-16
4
S
0
9271
47.3
D
0
I
See Footnote
Class A Common Stock
2013-08-15
4
C
0
804
0.00
A
804
I
See Footnote
Class A Common Stock
2013-08-15
4
J
0
804
0.00
D
0
I
See Footnote
Class B Common Stock
0.00
2013-08-15
4
C
0
2675378
0.00
D
Class A Common Stock
2675378
225773
I
See Footnote
Class B Common Stock
0.00
2013-08-15
4
C
0
804
0.00
D
Class A Common Stock
804
36
I
See Footnote
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.
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.
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.
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.
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.
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.
Acquisition pursuant to a pro-rata, in-kind distribution to the partners of Elevation Partners.
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.
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.
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.
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.
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.
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.
/s/ Tracy Hogan, attorney-in-fact
2013-08-19