0001172661-14-000587.txt : 20140214 0001172661-14-000587.hdr.sgml : 20140214 20140214080252 ACCESSION NUMBER: 0001172661-14-000587 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86798 FILM NUMBER: 14610550 BUSINESS ADDRESS: STREET 1: 140 NEW MONTGOMERY STREET STREET 2: 9TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: (415) 908-3801 MAIL ADDRESS: STREET 1: 140 NEW MONTGOMERY STREET STREET 2: 9TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: YELP! INC DATE OF NAME CHANGE: 20051121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JOHO CAPITAL LLC CENTRAL INDEX KEY: 0001106500 IRS NUMBER: 133990924 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 55 EAST 59TH STREET 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-326-9577 MAIL ADDRESS: STREET 1: 55 EAST 59TH STREET 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 yelp123113a2.htm SCHEDULE 13G AMENDMENT FILING

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)



 

Yelp Inc.
(Name of Issuer)

 

 

Class A Common Stock
(Title of Class of Securities)

 

 

985817105
(CUSIP Number)

 

 

December 31, 2013
(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

 

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 

CUSIP No.  985817105
 SCHEDULE 13G/A
Page 2 of 8 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 
 
Joho Capital, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware, United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
1,933,808
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,933,808
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,933,808
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
3.34%
12
TYPE OF REPORTING PERSON (See Instructions)
 
IA

 

 
 

CUSIP No.  985817105
 SCHEDULE 13G/A
Page 3 of 8 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 
 
Joho Partners, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware, United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
1,933,808
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,933,808
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,933,808
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
3.34%
12
TYPE OF REPORTING PERSON (See Instructions)
 
PN

 

 
 

CUSIP No.  985817105
 SCHEDULE 13G/A
Page 4 of 8 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 
 
Robert Karr
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 0
6
SHARED VOTING POWER
 
1,933,808
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,933,808
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,933,808
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
3.34%
12
TYPE OF REPORTING PERSON (See Instructions)
 
IN

 

 
 

 

CUSIP No.  985817105
 SCHEDULE 13G/A
Page 5 of 8 Pages

 

Item 1.(a) Name of Issuer

Yelp Inc.

(b) Address of Issuer’s Principal Executive Offices

140 Montgomery Street, 9th Floor

San Francisco, CA 94105

United States 

Item 2.(a) Name of Person Filing

 Joho Capital L.L.C.

 Joho Partners, L.P.

 Robert Karr

(b) Address of Principal Business Office, or, if none, Residence

55 E. 59th Street

New York, NY 10022

United States

(c) Citizenship

Please refer to Item 4 on each cover sheet for each filing person 

 (d) Title of Class of Securities

Class A Common Stock

 (e) CUSIP No.:

985817105

 
 

CUSIP No.  985817105
 SCHEDULE 13G/A
Page 6 of 8 Pages

 

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

  (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
  (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
  (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
 
  (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
  (e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
  (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
  (g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
  (h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
  (i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
  (j) ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
 
  (k) ¨ A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:                            
       

 
 

 

CUSIP No.  985817105
 SCHEDULE 13G/A
Page 7 of 8 Pages

 

 

Item 4. Ownership

Please see Items 5 - 9 and 11 on each cover sheet for each Reporting Person

Item 5. Ownership of Five Percent or Less of a Class

 

X

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

 

Not Applicable

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

 

Not Applicable

Item 8. Identification and Classification of Members of the Group

 

Not Applicable

Item 9. Notice of Dissolution of Group

 

Not Applicable

Item 10. Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 
 
CUSIP No.  985817105
 SCHEDULE 13G/A
Page 8 of 8 Pages

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2014

 

 

  Joho Capital L.L.C.
       
  By:  Timothy K. McManus
    Name:  Timothy K. McManus
    Title:  Chief Financial Officer

  Joho Partners, L.P
       
  By:  Timothy K. McManus
    Name:  Timothy K. McManus
    Title:  Chief Financial Officer of RAK Capital, LLC, General Partner to Joho Partners, L.P

       
  By:  Robert Karr
    Name:  Robert Karr