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*
Elevation Partners, L.P.

(Last) (First) (Middle)
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)
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
Class B Common Stock (1) (2) (3) (4) (5) (6) (7) Class A Common Stock 5,476,178 (5) (6) D (8)
Class B Common Stock (1) (2) (3) (4) (5) (6) (7) Class A Common Stock 1,613 (5) (6) I See Footnote (9)
Series A Convertible Preferred Stock (1) (2) (3) (4) (10) (7) Class B Common Stock (5) (6) 11,861,322 (10) D (8)
Series A Convertible Preferred Stock (1) (2) (3) (4) (10) (7) Class B Common Stock (5) (6) 3,560 (10) I See Footnote (9)
Series D Convertible Preferred Stock (1) (2) (3) (4) (10) (7) Class B Common Stock (5) (6) 1,082,716 (10) D (8)
Series D Convertible Preferred Stock (1) (2) (3) (4) (10) (7) Class B Common Stock (5) (6) 325 (10) I See Footnote (9)
Series E Convertible Preferred Stock (1) (2) (3) (4) (10) (7) Class B Common Stock (5) (6) 11,640,673 (10) D (8)
Series E Convertible Preferred Stock (1) (2) (3) (4) (10) (7) Class B Common Stock (5) (6) 3,482 (10) I See Footnote (9)
1. Name and Address of Reporting Person*
Elevation Partners, L.P.

(Last) (First) (Middle)
2800 SAND HILL ROAD, SUITE 160

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Elevation Associates, L.P.

(Last) (First) (Middle)
2800 SAND HILL ROAD, SUITE 160

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Elevation Employee Side Fund, LLC

(Last) (First) (Middle)
2800 SAND HILL ROAD, SUITE 160

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Elevation Associates, LLC

(Last) (First) (Middle)
2800 SAND HILL ROAD, SUITE 160

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Elevation Management, LLC

(Last) (First) (Middle)
2800 SAND HILL ROAD, SUITE 160

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Hewson Paul

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

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
PEARLMAN BRET D

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

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
McNamee Roger

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

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
Explanation of Responses:
1. This Form 3 is filed on behalf of a group consisting of Elevation Partners, L.P. ("Elevation Partners"), Elevation Associates, L.P. ("Elevation GP"), Elevation Associates, LLC ("Elevation LLC"), Elevation Employee Side Fund, LLC ("Side Fund"), Elevation Management, LLC ("Elevation Management"), Mr. Paul Hewson, Mr. Bret Pearlman and Mr. Roger McNamee. Elevation GP is the sole general partner of Elevation Partners, and Elevation LLC is the sole general partner of Elevation GP. Elevation Management is the sole managing member of Side Fund. Messrs. Hewson, Perlman and McNamee are managers of each of Elevation LLC and Elevation Management as is Mr. Fred Anderson, who is filing a Form 3 separately.
2. As the sole general partner of Elevation, Elevation GP may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Elevation GP disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest. As the sole general partner of Elevation GP, Elevation LLC may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) pomulgated under the Exchange Act. However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Elevation LLC disclaims benficial ownership of such shares, except to the extent of its pecuniary interest.
3. As the sole managing member of Side Fund, Elevation Managment may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a0(2) promulgated under the Exchange Act. However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Elevation Management disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest.
4. As managers of each of Elevation LLC and Elevation Management, Messrs. Hewson, Pearlman and McNamee may be deemed to be the indirect beneficial owner of such shares under 16a-1(a)(2) promulgated under the Exchange Act. However, pursuant to Rule 16a-1(a0(4) promulgated under the Exchange Act, each of Messrs. Hewson, Pearlman and McNamee disclaims beneficial onwership of such shares, except to the extent of his pecuniary interest.
5. 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.
6. 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.
7. Not applicable.
8. These securities are directly owned by Elevation Partners. Elevation GP, Elevation LLC and Messrs. Hewson, Pearlman and McNamee may have indirect beneficial ownership of these shares. See footnotes 1-4.
9. These securities are directly owned by Side Fund. Elevation Management and Messrs. Hewson, Pearlman and McNamee may have indirect benefical ownership of these shares. See Footnotes 1-4.
10. 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/ by Tracy Hogan, Attorney-in-fact for Elevation Associates, L.P., the general partner of Elevation Partners, L.P. 03/01/2012
/s/ by Tracy Hogan, Attorney-in-fact for Elevation Associates, LLC, the general partner of Elevation Associates, L.P. 03/01/2012
/s/ by Tracy Hogan, Attorney-in-fact of Elevation Management LLC, the general partner of Elevation Employee Side Fund, LLC 03/01/2012
/s/ by Tracy Hogan, Attorney-in-fact 03/01/2012
/s/ by Tracy Hogan, Attorney-in-fact 03/01/2012
/s/ Tracy Hogan, Attorney-in-fact 03/01/2012
/s/ Tracy Hogan, Attorney-in-fact 03/01/2012
/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).
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