X0204 3 2012-03-01 0 0001345016 YELP INC YELP 0001344061 Elevation Partners, L.P. 2800 SAND HILL ROAD, SUITE 160 MENLO PARK CA 94025 0 0 1 0 0001344811 Elevation Associates, L.P. 2800 SAND HILL ROAD, SUITE 160 MENLO PARK CA 94025 0 0 1 0 0001344813 Elevation Employee Side Fund, LLC 2800 SAND HILL ROAD, SUITE 160 MENLO PARK CA 94025 0 0 1 0 0001344812 Elevation Associates, LLC 2800 SAND HILL ROAD, SUITE 160 MENLO PARK CA 94025 0 0 1 0 0001344814 Elevation Management, LLC 2800 SAND HILL ROAD, SUITE 160 MENLO PARK CA 94025 0 0 1 0 0001346424 Hewson Paul C/O ELEVATION PARTNERS, L.P. 2800 SAND HILL ROAD, SUITE 160 MENLO PARK CA 94025 0 0 1 0 0001077710 PEARLMAN BRET D C/O ELEVATION PARTNERS, L.P. 2800 SAND HILL ROAD, SUITE 160 MENLO PARK CA 94025 0 0 1 0 0001346414 McNamee Roger C/O ELEVATION PARTNERS, L.P. 2800 SAND HILL ROAD, SUITE 160 MENLO PARK CA 94025 0 0 1 0 Class B Common Stock Class A Common Stock 5476178 D Class B Common Stock Class A Common Stock 1613 I See Footnote Series A Convertible Preferred Stock Class B Common Stock 11861322 D Series A Convertible Preferred Stock Class B Common Stock 3560 I See Footnote Series D Convertible Preferred Stock Class B Common Stock 1082716 D Series D Convertible Preferred Stock Class B Common Stock 325 I See Footnote Series E Convertible Preferred Stock Class B Common Stock 11640673 D Series E Convertible Preferred Stock Class B Common Stock 3482 I See Footnote This Form 3 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"), 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. 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 3 separately. As the sole general partner of Elevation, Elevation GP may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Elevation GP disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest. As the sole general partner of Elevation GP, Elevation LLC may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) pomulgated under the Exchange Act. However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Elevation LLC disclaims benficial ownership of such shares, except to the extent of its pecuniary interest. As the sole managing member of Side Fund, Elevation Managment may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a0(2) promulgated under the Exchange Act. However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Elevation Management disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest. 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 such shares under 16a-1(a)(2) promulgated under the Exchange Act. However, pursuant to Rule 16a-1(a0(4) promulgated under the Exchange Act, each of Messrs. Hewson, Pearlman and McNamee disclaims beneficial onwership of such shares, except to the extent of his pecuniary interest. 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. Elevation GP, Elevation LLC and Messrs. Hewson, Pearlman and McNamee may have indirect beneficial ownership of these shares. See footnotes 1-4. These securities are directly owned by Side Fund. Elevation Management and Messrs. Hewson, Pearlman and McNamee may have indirect benefical ownership of these shares. See Footnotes 1-4. 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/ by Tracy Hogan, Attorney-in-fact for Elevation Associates, L.P., the general partner of Elevation Partners, L.P. 2012-03-01 /s/ by Tracy Hogan, Attorney-in-fact for Elevation Associates, LLC, the general partner of Elevation Associates, L.P. 2012-03-01 /s/ by Tracy Hogan, Attorney-in-fact of Elevation Management LLC, the general partner of Elevation Employee Side Fund, LLC 2012-03-01 /s/ by Tracy Hogan, Attorney-in-fact 2012-03-01 /s/ by Tracy Hogan, Attorney-in-fact 2012-03-01 /s/ Tracy Hogan, Attorney-in-fact 2012-03-01 /s/ Tracy Hogan, Attorney-in-fact 2012-03-01 /s/ Tracy Hogan, Attorney-in-fact 2012-03-01