0001209191-14-050946.txt : 20140806 0001209191-14-050946.hdr.sgml : 20140806 20140806200039 ACCESSION NUMBER: 0001209191-14-050946 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140804 FILED AS OF DATE: 20140806 DATE AS OF CHANGE: 20140806 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: YELP INC CENTRAL INDEX KEY: 0001345016 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 201854266 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 140 NEW MONTGOMERY STREET STREET 2: 9TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: (415) 908-3801 MAIL ADDRESS: STREET 1: 140 NEW MONTGOMERY STREET STREET 2: 9TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: YELP! INC DATE OF NAME CHANGE: 20051121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ANDERSON FRED D CENTRAL INDEX KEY: 0001211665 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35444 FILM NUMBER: 141021393 MAIL ADDRESS: STREET 1: C/O APPLE COMPUTER INC STREET 2: 1 INFINITE LOOP CITY: CUPERTINO STATE: CA ZIP: 95014 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2014-08-04 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 0 0 Class A Common Stock 2014-08-04 4 C 0 195373 0.00 A 195373 I See Footnote Class A Common Stock 2014-08-04 4 S 0 195373 68.381 D 0 I See Footnote Class A Common Stock 2014-08-04 4 C 0 36 0.00 A 36 I See Footnote Class A Common Stock 2014-08-04 4 S 0 36 68.381 D 0 I See Footnote Class A Common Stock 2014-08-05 4 C 0 30400 0.00 A 30400 I See Footnote Class A Common Stock 2014-08-05 4 S 0 25600 67.6991 D 4800 I See Footnote Class A Common Stock 2014-08-05 4 S 0 4800 68.2888 D 0 I See Footnote Class B Common Stock 0.00 2014-08-04 4 C 0 195373 0.00 D Class A Common Stock 195373 30400 I See Footnote Class B Common Stock 0.00 2014-08-04 4 C 0 36 0.00 D Class A Common Stock 36 0 I See Footnote Class B Common Stock 0.00 2014-08-04 4 C 0 30400 0.00 D Class A Common Stock 30400 0 I See Footnote Each share of Class A Common Stock is issued upon conversion of one share of Class B Common Stock. Such conversion will become effective immediately prior to the delivery of shares of Class A Common Stock for the sale. 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. As a manager of Elevation LLC, Mr. Anderson may be deemed to be the indirect beneficial owner of such shares owned by Elevation Partners. However, Mr. Anderson disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest. These securities are owned directly 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 owned by Side Fund. However, Mr. Anderson disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.83 to $68.79, inclusive. The reporting persons undertake 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 4 to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.16 to $68.15, inclusive. The reporting persons undertake 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 5 to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.16 to $68.415, inclusive. The reporting persons undertake 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 6 to this Form 4. 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. 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. /s/ Tracy Hogan, attorney-in-fact 2014-08-06