X0204 3 2012-03-01 0 0001345016 YELP INC YELP 0001211665 ANDERSON FRED D C/O ELEVATION PARTNERS, L.P. 2800 SAND HILL ROAD, SUITE 160 MENLO PARK CA 94025 1 0 1 0 Class B Common Stock Class A Common Stock 5476178 I See Footnote Class B Common Stock Class A Common Stock 1613 I See Footnote Series A Convertible Preferred Stock Class B Common Stock 11861322 I See Footnote Series A Convertible Preferred Stock Class B Common Stock 3560 I See Footnote Series D Convertible Preferred Stock Class B Common Stock 1082716 I See Footnote Series D Convertible Preferred Stock Class B Common Stock 325 I See Footnote Series E Convertible Preferred Stock Class B Common Stock 11640673 I See Footnote Series E Convertible Preferred Stock Class B Common Stock 3482 I See Footnote 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. 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. Not applicable. 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. 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. 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. /s/ Tracy Hogan, Attorney-in-fact 2012-03-01