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*
Elevation Partners, L.P.

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

(Street)
MENLO PARK CA 94025

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/11/2013
4. 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 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 (1) (2) (3) (4) 02/11/2013 C (5) 2,999,101 A $0 2,999,101 D (9)
Class A Common Stock (1) (2) (3) (4) 02/11/2013 J (6) 2,999,101 D $0 0 D (9)
Class A Common Stock (1) (2) (3) (4) 02/11/2013 J (12) 46,602 A $0 46,602 I See Footnote (13)
Class A Common Stock (1) (2) (3) (4) 02/11/2013 J (12) 256,381 A $0 256,381 I See Footnote (14)
Class A Common Stock (1) (2) (3) (4) 02/11/2013 J (12) 47,994 A $0 47,994 I See Footnote (15)
Class A Common Stock (1) (2) (3) (4) 02/11/2013 C (5) 899 A $0 899 I See Footnote (11)
Class A Common Stock (1) (2) (3) (4) 02/11/2013 J (10) 899 D $0 0 I See Footnote (11)
Class A Common Stock (1) (2) (3) (4) 02/12/2013 S 46,602 D $21.5827 (16) 0 I See Footnote (13)
Class A Common Stock (1) (2) (3) (4) 02/12/2013 S 256,381 D $21.5827 (16) 0 I See Footnote (14)
Class A Common Stock (1) (2) (3) (4) 02/12/2013 S 47,994 D $21.5827 (16) 0 I See Footnote (15)
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) (2) (3) (4) $0.00 02/11/2013 C 2,999,101 (7) (8) (7) (8) Class A Common Stock 2,999,101 $0.00 8,623,254 D (9)
Class B Common Stock (1) (2) (3) (4) $0.00 02/11/2013 C 899 (7) (8) (7) (8) Class A Common Stock 899 $0.00 2,555 I See Footnote (11)
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 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 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 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*
Elevation Waiver Entity,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*
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*
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)
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)
Explanation of Responses:
1. This Form 4 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"), Elevation Waiver Entity, L.P. ("Waiver Entity"), 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 and Waiver Entity. 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 4 separately.
2. As the sole general partner of Elevation Partners, Elevation GP may be deemed to be the indirect beneficial owner of shares beneficially owned by Elevation Partners. However, Elevation GP disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest. As the sole general partner of Elevation GP and Waiver Entity, Elevation LLC may be deemed to be the indirect beneficial owner of such shares beneficially owned by Elevation GP and Waiver Entity. However, Elevation LLC disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest.
3. As the sole managing member of Side Fund, Elevation Management may be deemed to be the indirect beneficial owner of such shares beneficially owned by Side Fund. However, 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 shares beneficially owned by such entities. However, each of Messrs. Hewson, Pearlman and McNamee disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest.
5. Each share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock.
6. Disposition pursuant to a pro rata, in-kind distribution, for no additional consideration, to the partners of Elevation Partners.
7. 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 and Class B Common Stock will convert automatically into 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.
8. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock (i) upon such date as is specified by the affirmative vote or written consent of the holders of at least 66 2/3% of the outstanding shares of Class B common stock, (ii) upon any transfer, whether or not for value (subject to certain exceptions), or (iii) 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.
9. These securities are directly owned by Elevation Partners. Elevation GP, as the sole general partner of Elevation Partners, Elevation LLC, as the sole general partner of Elevation GP, and Messrs. Hewson, Pearlman and McNamee, as managers of Elevation LLC, may have indirect beneficial ownership of these shares. See Footnotes 1-4.
10. Disposition pursuant to a pro rata, in-kind distribution, for no additional consideration, to the members of Side Fund.
11. These securities are directly owned by Side Fund. Elevation Management, as the sole managing member of the Side Fund, and Messrs. Hewson, Pearlman and McNamee, as managers of Elevation Management, may have indirect beneficial ownership of these shares. See Footnotes 1-4.
12. Acquisition pursuant to a pro rata in-kind distribution to the partners of Elevation Partners.
13. These securities are directly owned by Elevation GP. Elevation LLC, as the sole general partner of Elevation GP, and Messrs. Hewson, Pearlman and McNamee, as managers of Elevation LLC, may have indirect beneficial ownership of these shares. See Footnotes 1-4.
14. These securities are directly owned by Elevation LLC. Messrs. Hewson, Pearlman and McNamee, as managers of Elevation LLC, may have indirect beneficial ownership of these shares. See Footnotes 1-4.
15. These securities are directly owned by Waiver Entity. Elevation LLC, as the sole general partner of Waiver Entity, and Messrs. Hewson, Pearlman and McNamee, as managers of Elevation LLC, may have indirect beneficial ownership of these shares. See Footnotes 1-4.
16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from from $21.5 to $21.89, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 16 to this Form 4.
/s/ by Tracy Hogan, Attorney-in-fact for Elevation Associates, L.P., the general partner of Elevation Partners, L.P. 02/13/2013
/s/ by Tracy Hogan, Attorney-in-fact for Elevation Associates, LLC, the general partner of Elevation Partners, L.P. 02/13/2013
/s/ by Tracy Hogan, Attorney-in-fact 02/13/2013
/s/ by Tracy Hogan, Attorney-in-fact for Elevation Management, LLC, the managing member of Elevation Employee Side Fund, LLC 02/13/2013
/s/ by Tracy Hogan, Attorney-in-fact 02/13/2013
/s/ by Tracy Hogan, Attorney-in-fact for Elevation Associates, LLC, the general partner of Elevation Waiver Entity, L.P. 02/13/2013
/s/ by Tracy Hogan, Attorney-in-fact 02/13/2013
/s/ by Tracy Hogan, Attorney-in-fact 02/13/2013
/s/ by Tracy Hogan, Attorney-in-fact 02/13/2013
** 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 4 (b)(v).
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