X0304 4 2012-03-07 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 Series A Convertible Preferred Stock 2012-03-07 4 C 0 11861322 D Class B Common Stock 2965330 0 D Series D Convertible Preferred Stock 2012-03-07 4 C 0 1082716 D Class B Common Stock 270679 0 D Class E Convertible Preferred Stock 2012-03-07 4 C 0 11640673 D Class B Common Stock 2910168 0 D Class B Common Stock 0.00 2012-03-07 4 C 0 6146177 0.00 A Class A Common Stock 6146177 11622355 D Series A Convertible Preferred Stock 2012-03-07 4 C 0 3560 D Class B Common Stock 890 0 D Series D Convertible Preferred Stock 2012-03-07 4 C 0 325 D Class B Common Stock 81 0 D Series E Convertible Preferred Stock 2012-03-07 4 C 0 3482 D Class B Common Stock 871 0 D Class B Common Stock 0.00 2012-03-07 4 C 0 1842 0.00 A Class A Common Stock 1842 3455 I See Footnote Each share of Series A, Series D and Series E Convertible Preferred Stock automatically converted into shares of Class B Common Stock on a one-for-four basis immediately prior to the closing of the Issuer's initial public offering on March 7, 2012 and has no expiration date. 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 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. 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 beneficial 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 beneficial owner of such share, except to the extent of his pecuniary interest therein. The 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) promulgated under the Exchange Act. However, pursuant to Rule 16a-1(e)(4) promulgated under the Exchange Act, Mr. Anderson disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. /s/ Tracy Hogan, Attorney-in-fact 2012-03-08