SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
LASKY MITCHELL

(Last) (First) (Middle)
2480 SAND HILL ROAD, SUITE 200

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2012
3. Issuer Name and Ticker or Trading Symbol
YELP INC [ YELP ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Converitble Preferred Stock (1) (2) Class B Common Stock (3) (4) 24,689,270 (1) I See Footnote (5)
Series C Convertible Preferred Stock (1) (2) Class B Common Stock (3) (4) 3,025,390 (1) I See Footnote (6)
Series C Convertible Preferred Stock (1) (2) Class B Common Stock (3) (4) 579,250 (1) I See Footnote (7)
Series C Convertible Preferred Stock (1) (2) Class B Common Stock (3) (4) 455,800 (1) I See Footnote (8)
Series C Convertible Preferred Stock (1) (2) Class B Common Stock (3) (4) 32,288,630 (1) I See Footnote (9)
Series D Convertible Preferred Stock (1) (2) Class B Common Stock (3) (4) 1,021,340 (1) I See Footnote (5)
Series D Convertible Preferred Stock (1) (2) Class B Common Stock (3) (4) 125,150 (1) I See Footnote (6)
Series D Convertible Preferred Stock (1) (2) Class B Common Stock (3) (4) 23,960 (1) I See Footnote (7)
Series D Convertible Preferred Stock (1) (2) Class B Common Stock (3) (4) 18,860 (1) I See Footnote (8)
Series D Convertible Preferred Stock (1) (2) Class B Common Stock (3) (4) 1,335,710 (1) I See Footnote (10)
1. Name and Address of Reporting Person*
LASKY MITCHELL

(Last) (First) (Middle)
2480 SAND HILL ROAD, SUITE 200

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SPURLOCK STEVEN M

(Last) (First) (Middle)
2480 SAND HILL ROAD, SUITE 200

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
Explanation of Responses:
1. The Series C and Series D Convertible Preferred Stock shall automatically convert into Class B Common Stock on a one-for-four basis in connection with the completion of the Issuer's initial public offering of Class A Common Stock.
2. Not applicable.
3. 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. Class B Common Stock will convert automatically into Class A 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.
4. 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.
5. Shares are owned directly by Benchmark Capital Partners V, L.P. ("BCP V").
6. Shares are owned directly by Benchmark Founders' Fund V, L.P. ("BFF V").
7. Shares are owned directly by Benchmark Founders' Fund V-A, L.P. ("BFF V-A").
8. Shares are owned directly by Benchmark Founders' Fund V-B, L.P. ("BFF V-B").
9. Benchmark Capital Management Co. V, LLC ("BCMC V"), the Designated Filer and general partner of each of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have the sole voting and dispositive power over 32,288,630 shares of the Issuer's Series C convertible preferred stock. BCMV and each of its managing members disclaim beneficial onwership 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 each of its managing members is the beneficial owner of these shares for purposes of Section 16 or any other purpose.
10. BCMC V, the Designated Filer and general partner of each of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have the sole voting and dispositive power over 1,335,710 shares of the Issuer's Series D convertible preferred stock. BCMV and each of its managing members disclaim beneficial onwership 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 each of its managing members is the beneficial owner of these shares for purposes of Section 16 or any other purpose.
Remarks:
Alexandre Balkanski, Bruce W. Dunlevie, J. William Gurley, Kevin R. Harvey, Robert C. Kagle, Steven M. Spurlock, Peter H. Fenton and Mitchell H. Lasky are the managing members of BCMC V, which serves as the general partner to each of BCP V, BFF V, BFF V-A and BFF V-B. Each reporting person disclaims the existence of a "group" and discliams beneficial ownership of any securities except to the extent of such reporting persons' pecuniary interest in such securities. *This report is one of three reports, each on a separate Form 3, but relating to the same transaction being filed by BCMC V, its managing members and the Benchmark V Funds.
/s/Steven M. Spurlock, by power of attorney for Mitchell Lasky 03/01/2012
/s/ Steven M. Spurlock 03/01/2012
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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