0000902664-12-000838.txt : 20120523 0000902664-12-000838.hdr.sgml : 20120523 20120523150349 ACCESSION NUMBER: 0000902664-12-000838 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120523 DATE AS OF CHANGE: 20120523 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: YELP INC CENTRAL INDEX KEY: 0001345016 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 000000000 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: 12864116 BUSINESS ADDRESS: STREET 1: 706 MISSION ST, 7TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 95103 BUSINESS PHONE: 415-568-3249 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Seminole Management Co., Inc. CENTRAL INDEX KEY: 0001361936 IRS NUMBER: 133875595 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 126 EAST 56TH STREET STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-838-6055 MAIL ADDRESS: STREET 1: 126 EAST 56TH STREET STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 p12-1221sc13ga.htm YELP INC. p12-1221sc13ga.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A
 
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 1)*
 
Yelp Inc.
(Name of Issuer)
 
Class A Common Stock, par value $0.000001 per share
(Title of Class of Securities)
 
985817105
(CUSIP Number)
 
May 9, 2012
(Date of Event Which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G/A is filed:
 
x
Rule 13d-1(b)
¨
Rule 13d-1(c)
¨
Rule 13d-1(d)
 
(Page 1 of 9 Pages)

______________________________
* 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 (the "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
 
13G/A
Page 2 of 9 Pages



     
1
NAMES OF REPORTING PERSONS
Seminole Management Co., Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5
SOLE VOTING POWER
- 0 -
6
SHARED VOTING POWER
189,022 shares of Class A Common Stock
7
SOLE DISPOSITIVE POWER
- 0 -
8
SHARED DISPOSITIVE POWER
189,022 shares of Class A Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
189,022 shares of Class A Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.30% (See Item 4)
12
TYPE OF REPORTING PERSON
CO


 
 
 
CUSIP No.  985817105
 
13G/A
Page 3 of 9 Pages



     
1
NAMES OF REPORTING PERSONS
Paul C. Shiverick
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5
SOLE VOTING POWER
- 0 -
6
SHARED VOTING POWER
189,022 shares of Class A Common Stock
7
SOLE DISPOSITIVE POWER
- 0 -
8
SHARED DISPOSITIVE POWER
189,022 shares of Class A Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
189,022 shares of Class A Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.30% (See Item 4)
12
TYPE OF REPORTING PERSON
IN



 
 
 
CUSIP No.  985817105
 
13G/A
Page 4 of 9 Pages



     
1
NAMES OF REPORTING PERSONS
Michael G. Messner
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5
SOLE VOTING POWER
- 0 -
6
SHARED VOTING POWER
189,022 shares of Class A Common Stock
7
SOLE DISPOSITIVE POWER
- 0 -
8
SHARED DISPOSITIVE POWER
189,022 shares of Class A Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
189,022 shares of Class A Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.30% (See Item 4)
12
TYPE OF REPORTING PERSON
IN


 
 
 
CUSIP No.  985817105
 
13G/A
Page 5 of 9 Pages



Item 1 (a).
NAME OF ISSUER.
   
 
The name of the issuer is Yelp Inc. (the "Company").

Item 1(b).
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
   
 
The Company's principal executive offices are located at 706 Mission Street, San Francisco, CA 94103.

Item 2 (a).
NAME OF PERSON FILING:

 
This statement is filed by:
   
 
(i)
Seminole Management Co., Inc., a New York corporation (“Investment Manager”), which serves as investment manager to Seminole Capital Partners, L.P., a New York limited partnership, Seminole Capital Partners II, L.P., a New York limited partnership, Seminole Offshore Fund, Ltd., a British Virgin Islands international business company, Seminole Opportunity Fund, LP, a Delaware limited partnership, Seminole Opportunity Fund, Ltd., a British Virgin Islands international business company, Seminole Dedicated Investor Fund Offshore, Ltd., a British Virgin Islands international business company, and IAM Mini-Fund 31 Limited, a Cayman Islands exempted company (collectively, the “Portfolios”);
   
 
(ii)
Paul C. Shiverick (“Mr. Shiverick”), a principal of the Investment Manager, with respect to the shares of Class A Common Stock held by the Portfolios; and
     
 
(iii)
Michael G. Messner (“Mr. Messner”), a principal of the Investment Manager, with respect to the shares of Class A Common Stock held by the Portfolios.
     
 
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
   
 
The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Stock reported herein.

Item 2(b).
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 
The address of the business office of each of the Reporting Persons is 126 East 56th Street, New York, New York 10022.

Item 2(c).
CITIZENSHIP:

 
Investment Manager is a New York corporation organized under the laws of the State of New York.  Mr. Shiverick and Mr. Messner are United States citizens.

Item 2(d).
TITLE OF CLASS OF SECURITIES:
   
 
Class A Common Stock, par value $0.000001 per share (the "Class A Common Stock").


 
 
 
CUSIP No.  985817105
 
13G/A
Page 6 of 9 Pages



Item 2(e).
CUSIP NUMBER:
   
 
985817105

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)
¨
Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
 
(f)
¨
Employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
 
 
(g)
¨
Parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
 
(h)
¨
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
 
(i)
¨
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
 
 
(j)
¨
Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
 
(k)
¨
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
specify the type of institution:
   

Item 4.
OWNERSHIP.

   
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.
 
The Company's 10-Q filed with the Securities and Exchange Commission on May 4, 2012, indicated that the total number of outstanding shares of Class A Common Stock as of April 30, 2012 was 8,222,500. The percentage set forth in Row (11) of the cover page for each Reporting Person is based upon such total number of shares of Class A Common Stock outstanding.
 


 
 
 
CUSIP No.  985817105
 
13G/A
Page 7 of 9 Pages



Item 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [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.
   
 
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.

 
Each of the Reporting Persons hereby makes the following certification:
 
By signing below, each Reporting Person certifies that, to the best of his or its 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
 
13G/A
Page 8 of 9 Pages



SIGNATURES
 
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
DATED:  May 23, 2012
 

 
SEMINOLE MANAGEMENT CO., INC.
   
 
By:
/s/ Paul C. Shiverick
 
Name:     Paul C. Shiverick
 
Title:       Principal
   
 
By:
/s/ Michael G. Messner
 
Name:     Michael G. Messner
 
Title:       Principal
   
   
 
/s/ Paul C. Shiverick
 
Paul C. Shiverick
   
 
/s/ Michael G. Messner
 
Michael G. Messner




 
 
 
CUSIP No.  985817105
 
13G/A
Page 9 of 9 Pages



EXHIBIT 1
 
JOINT ACQUISITION STATEMENT
 
PURSUANT TO RULE 13d-1(k)
 
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
 
DATED:  May 23, 2012


 
SEMINOLE MANAGEMENT CO., INC.
   
 
By:
/s/ Paul C. Shiverick
 
Name:     Paul C. Shiverick
 
Title:       Principal
   
 
By:
/s/ Michael G. Messner
 
Name:     Michael G. Messner
 
Title:       Principal
   
   
 
/s/ Paul C. Shiverick
 
Paul C. Shiverick
   
 
/s/ Michael G. Messner
 
Michael G. Messner