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*
ANDERSON FRED D

(Last) (First) (Middle)
C/O ELEVATION PARTNERS, L.P.
2800 SAND HILL ROAD, SUITE 160

(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)
X 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)
X Form filed by One Reporting Person
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
Class B Common Stock (1) (2) (3) Class A Common Stock 5,476,178 (1) (2) I See Footnote (4)
Class B Common Stock (1) (2) (3) Class A Common Stock 1,613 (1) (2) I See Footnote (5)
Series A Convertible Preferred Stock (6) (3) Class B Common Stock (1) (2) 11,861,322 (6) I See Footnote (4)
Series A Convertible Preferred Stock (6) (3) Class B Common Stock (1) (2) 3,560 (6) I See Footnote (5)
Series D Convertible Preferred Stock (6) (3) Class B Common Stock (1) (2) 1,082,716 (6) I See Footnote (4)
Series D Convertible Preferred Stock (6) (3) Class B Common Stock (1) (2) 325 (6) I See Footnote (5)
Series E Convertible Preferred Stock (6) (3) Class B Common Stock (1) (2) 11,640,673 (6) I See Footnote (4)
Series E Convertible Preferred Stock (6) (3) Class B Common Stock (1) (2) 3,482 (6) I See Footnote (5)
Explanation of Responses:
1. 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.
2. 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.
3. Not applicable.
4. These securities are directly owned by Elevation Partners, L.P. ("Elevation Partners"). Elevation Associates, L.P. ("Elevation GP") is the sole 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 manager of Elevation LLC, Mr. Anderson may be deemed to be the indirect ebenficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Exchange Act. However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Mr. Anderson disclaims that he is the benefcial onwer of such shares, except to the extent of his pecuniary interest therein.
5. These securities are directly owned 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 under Rule 16a-1(a)(2) promuldated under the Exchange Act. However, pursuant to Rule 16a-1(a)(4) promulgated under the Excahnge Act, Mr. Anderson disclaims beneficial onwership of such shares, except to the extent of his pecuniary interest therein.
6. The Series A, Series D and Series E 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.
Remarks:
/s/ Tracy Hogan, Attorney-in-fact 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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