SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Levine Jeremy S.

(Last) (First) (Middle)
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104

(Street)
LARCHMONT NY 10538

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
YELP INC [ YELP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/21/2013
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 02/21/2013 C (1) 0 (2) A $0 (1) 0 (2) I See footnotes (3) (4)
Class A Common Stock 02/21/2013 S 0 (2) D $0 (2) 882,656 D (3) (4)
Class A Common Stock 02/22/2013 C (1) 0 (5) A $0 (1) 0 (5) I See footnotes (4) (6)
Class A Common Stock 02/22/2013 S 0 (5) D $0 (5) 882,656 D (4) (6)
Class A Common Stock 02/25/2013 C (1) 0 (7) A $0 (1) 0 (7) I See footnotes (4) (8)
Class A Common Stock 02/25/2013 S 0 (7) D $0 (7) 882,656 D (4) (8)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1) 02/21/2013 C 0 (2) (1) (1) Class A Common Stock 0 (2) $0 (1) 0 (3) I See footnotes (3) (4)
Class B Common Stock (1) 02/22/2013 C 0 (5) (1) (1) Class A Common Stock 0 (5) $0 (1) 0 (6) I See footnotes (4) (6)
Class B Common Stock (1) 02/25/2013 C 0 (7) (1) (1) Class A Common Stock 0 (7) $0 (1) 0 (8) I See footnotes (4) (8)
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. All Class A Common Stock and Class B Common Stock will convert automatically into a single class of 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. 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.
2. On February 21, 2013, Bessemer Venture Partners VI, L.P. ("BVP VI") sold 8,558 shares, Bessemer Venture Partners Co-Investment LP ("BVP Co-Investment") sold 2,536 shares and Bessemer Venture Partners VI Institutional L.P. ("BVP Institutional," and together with BVP VI and BVP Co-Investment, the "Funds") sold 206 shares at the weighted average sale price of $22.007(the "February 21 Fund Sales").
3. After the February 21 Fund Sales, BVP VI owned 5,920,725 shares, BVP Co-Investment owned 2,437,566 shares, and BVP Institutional owned 142,663 shares of Class B Common Stock.
4. Mr. Levine is a managing member of Deer Management Co. LLC, the management company affiliate of the Funds. Mr. Levine disclaims beneficial ownership of the securities sold by the Funds and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any, by virtue of his interest in Deer VI, the general partner of each of the Funds, and his indirect limited partnership interest in BVP Co-Investment.
5. On February 22, 2013, BVP VI sold 75,735 shares, BVP Co-Investment sold 22,440 shares and BVP Institutional sold 1,825 shares at the weighted average sale price of $22.1267 (the "February 22 Fund Sales").
6. After the February 22 Fund Sales, BVP VI owned 5,844,990 shares, BVP Co-Investment owned 2,415,126 shares, and BVP Institutional owned 140,838 shares of Class B Common Stock.
7. On February 25, 2013, BVP VI sold 78,264 shares, BVP Co-Investment sold 27,650 shares and BVP Institutional sold 1,886 shares at the weighted average sale price of $22.2176 (the "February 25 Fund Sales").
8. After the February 25 Fund Sales, BVP VI owned 5,766,726 shares, BVP Co-Investment owned 2,387,476 shares, and BVP Institutional owned 138,952 shares of Class B Common Stock.
/s/ Jeremy S. Levine 02/25/2013
** Signature of Reporting Person Date
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