0001181431-13-045162.txt : 20130815 0001181431-13-045162.hdr.sgml : 20130815 20130815213946 ACCESSION NUMBER: 0001181431-13-045162 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130813 FILED AS OF DATE: 20130815 DATE AS OF CHANGE: 20130815 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: 706 MISSION ST, 7TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 95103 BUSINESS PHONE: (415) 908-3801 MAIL ADDRESS: STREET 1: 706 MISSION ST, 7TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 95103 FORMER COMPANY: FORMER CONFORMED NAME: YELP! INC DATE OF NAME CHANGE: 20051121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: McNamee Roger CENTRAL INDEX KEY: 0001346414 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35444 FILM NUMBER: 131043726 MAIL ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 160 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hewson Paul CENTRAL INDEX KEY: 0001346424 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35444 FILM NUMBER: 131043727 MAIL ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 160 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Elevation Waiver Entity,L.P. CENTRAL INDEX KEY: 0001569386 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35444 FILM NUMBER: 131043728 BUSINESS ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 160 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-687-6750 MAIL ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 160 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Elevation Employee Side Fund, LLC CENTRAL INDEX KEY: 0001344813 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35444 FILM NUMBER: 131043730 BUSINESS ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 160 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-687-6700 MAIL ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 160 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Elevation Associates, L.P. CENTRAL INDEX KEY: 0001344811 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35444 FILM NUMBER: 131043732 BUSINESS ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 160 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-687-6700 MAIL ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 160 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Elevation Partners, L.P. CENTRAL INDEX KEY: 0001344061 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35444 FILM NUMBER: 131043733 BUSINESS ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 160 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 687-6700 MAIL ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 160 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Elevation Management, LLC CENTRAL INDEX KEY: 0001344814 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35444 FILM NUMBER: 131043729 BUSINESS ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 160 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-687-6700 MAIL ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 160 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PEARLMAN BRET D CENTRAL INDEX KEY: 0001077710 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] STATE OF INCORPORATION: CT FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35444 FILM NUMBER: 131043725 MAIL ADDRESS: STREET 1: C/O KNOLOGY INC STREET 2: 1241 O. G. SKINNER DRIVE CITY: WEST POINT STATE: GA ZIP: 31833 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Elevation Associates, LLC CENTRAL INDEX KEY: 0001344812 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35444 FILM NUMBER: 131043731 BUSINESS ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 160 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-687-6700 MAIL ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 160 CITY: MENLO PARK STATE: CA ZIP: 94025 4 1 rrd388528.xml FORM 4 X0306 4 2013-08-13 1 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 0001344812 Elevation Associates, LLC 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 0001344814 Elevation Management, LLC 2800 SAND HILL ROAD, SUITE 160 MENLO PARK CA 94025 0 0 1 0 0001569386 Elevation Waiver Entity,L.P. 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 0001346414 McNamee Roger 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 Class A Common Stock 2013-08-13 4 C 0 118515 0 A 118515 D Class A Common Stock 2013-08-13 4 S 0 118515 51.2439 D 0 D Class A Common Stock 2013-08-14 4 C 0 72277 0 A 72277 D Class A Common Stock 2013-08-14 4 S 0 72277 51.3874 D 0 D Class A Common Stock 2013-08-13 4 C 0 35 0 A 35 I See Footnote Class A Common Stock 2013-08-13 4 S 0 35 51.2439 D 0 I See Footnote Class A Common Stock 2013-08-14 4 C 0 23 0.00 A 23 I See Footnote Class A Common Stock 2013-08-14 4 S 0 23 51.3874 D 0 I See Footnote Class B Common Stock 0.00 2013-08-13 4 C 0 118515 0 D Class A Common Stock 118515 2973428 D Class B Common Stock 0.00 2013-08-14 4 C 0 72277 0 D Class A Common Stock 72277 2901151 D Class B Common Stock 0.00 2013-08-13 4 C 0 35 0 D Class A Common Stock 35 863 I See Footnote Class B Common Stock 0.00 2013-08-14 4 C 0 23 0 D Class A Common Stock 23 840 I See Footnote 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. 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. 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. 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. 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 sales reported herein. 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. 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 be deemed to have indirect beneficial ownership of these shares. See Footnotes 1-4. 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 be deemed to have indirect beneficial ownership of these shares. See Footnotes 1-4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51 to $51.72, 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 10 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 $51 to $51.99, 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 11 to this Form 4. /s/ Tracy Hogan, attorney-in-fact for Elevation Associates, L.P., the general partner of Elevation Partners, L.P. 2013-08-15 /s/ by Tracy Hogan, Attorney in-fact for Elevation Associates, LLC, the general partner of Elevation Associates, L.P. 2013-08-15 /s/ by Tracy Hogan, Attorney in-fact 2013-08-15 /s/ by Tracy Hogan, Attorney in-fact for Elevation Management, LLC, the managing member of Elevation Employee Side Fund, LLC 2013-08-15 /s/ by Tracy Hogan, Attorney in-fact 2013-08-15 /s/ by Tracy Hogan, Attorney in-fact for Elevation Associates, LLC, the general partner of Elevation Waiver Entity, L.P. 2013-08-15 /s/ by Tracy Hogan, Attorney in-fact 2013-08-15 /s/ by Tracy Hogan, Attorney in-fact 2013-08-15 /s/ by Tracy Hogan, Attorney in-fact 2013-08-15