0001181431-13-013464.txt : 20130228 0001181431-13-013464.hdr.sgml : 20130228 20130228212035 ACCESSION NUMBER: 0001181431-13-013464 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130226 FILED AS OF DATE: 20130228 DATE AS OF CHANGE: 20130228 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: YELP INC CENTRAL INDEX KEY: 0001345016 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 201854266 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 706 MISSION ST, 7TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 95103 BUSINESS PHONE: 415-568-3249 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: Bessemer Venture Partners Co-Investment L.P. CENTRAL INDEX KEY: 0001362888 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35444 FILM NUMBER: 13654546 BUSINESS ADDRESS: STREET 1: C/O BESSEMER VENTURE PARTNERS STREET 2: 1865 PALMER AVENUE CITY: LARCHMONT STATE: NY ZIP: 10583 BUSINESS PHONE: 914-833-5300 MAIL ADDRESS: STREET 1: C/O BESSEMER VENTURE PARTNERS STREET 2: 1865 PALMER AVENUE CITY: LARCHMONT STATE: NY ZIP: 10583 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bessemer Venture Partners VI Institutional L.P. CENTRAL INDEX KEY: 0001362889 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35444 FILM NUMBER: 13654545 BUSINESS ADDRESS: STREET 1: C/O BESSEMER VENTURE PARTNERS STREET 2: 1865 PALMER AVENUE CITY: LARCHMONT STATE: NY ZIP: 10583 BUSINESS PHONE: 914-833-5300 MAIL ADDRESS: STREET 1: C/O BESSEMER VENTURE PARTNERS STREET 2: 1865 PALMER AVENUE CITY: LARCHMONT STATE: NY ZIP: 10583 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deer VI & Co. LLC CENTRAL INDEX KEY: 0001362890 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35444 FILM NUMBER: 13654548 BUSINESS ADDRESS: STREET 1: C/O BESSEMER VENTURE PARTNERS STREET 2: 1865 PALMER AVENUE CITY: LARCHMONT STATE: NY ZIP: 10583 BUSINESS PHONE: 914-833-5300 MAIL ADDRESS: STREET 1: C/O BESSEMER VENTURE PARTNERS STREET 2: 1865 PALMER AVENUE CITY: LARCHMONT STATE: NY ZIP: 10583 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bessemer Venture Partners VI L.P. CENTRAL INDEX KEY: 0001362891 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35444 FILM NUMBER: 13654547 BUSINESS ADDRESS: STREET 1: 1865 PALMER AVENUE CITY: LARCHMONT STATE: NY ZIP: 10583 BUSINESS PHONE: 914-833-5300 MAIL ADDRESS: STREET 1: 1865 PALMER AVENUE CITY: LARCHMONT STATE: NY ZIP: 10583 4 1 rrd372388.xml FORM 4 X0306 4 2013-02-26 0 0001345016 YELP INC YELP 0001362890 Deer VI & Co. LLC C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT NY 10538 1 0 1 0 0001362888 Bessemer Venture Partners Co-Investment L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT NY 10538 1 0 1 0 0001362889 Bessemer Venture Partners VI Institutional L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT NY 10538 0 0 1 0 0001362891 Bessemer Venture Partners VI L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT NY 10538 1 0 1 0 Class A Common Stock 2013-02-26 4 C 0 343695 0 A 343695 I See Footnotes Class A Common Stock 2013-02-26 4 J 0 343695 0 D 0 I See Footnotes Class A Common Stock 2013-02-27 4 C 0 8574 0 A 8574 I See Footnotes Class A Common Stock 2013-02-27 4 S 0 8574 22.0031 D 0 I See Footnotes Class A Common Stock 2013-02-28 4 C 0 200000 0 A 200000 I See Footnotes Class A Common Stock 2013-02-28 4 S 0 200000 22.1711 D 0 I See Footnotes Class B Common Stock 2013-02-26 4 C 0 343695 0 D Class A Common Stock 343695 7949459 I See Footnotes Class B Common Stock 2013-02-27 4 C 0 8574 0 D Class A Common Stock 8574 7940885 I See Footnotes Class B Common Stock 2013-02-28 4 C 0 200000 0 D Class A Common Stock 200000 7740885 I See Footnotes Each share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock automatically upon the Distribution. On February 26, 2013, Bessemer Venture Partners Co-Investment L.P. ("BVP Co-Investment") distributed, for no consideration, 343,695 shares of Class B Common Stock (the "Shares") of the Issuer (the "Distribution") to one or more limited partners, representing such limited partner or partners' respective interests in the shares held by BVP Co-Investment, which Distribution resulted in the automatic conversion of such shares into an equivalent number of shares of Class A Common Stock (the "Shares"). On the same date, such limited partner(s) distributed, for no consideration, the Shares to certain of its or their members in an amount equal to each such member's or members' respective pro rata interests in the Shares. The Distribution was made in accordance with the exemption afforded by Rule 16a-13 of the Securities Exchange Act of 1934, as amended. Jeremy Levine, a managing member of Deer Management Co. LLC, the management company affiliate of the Funds, serves as the representative of the Funds and Deer VI on the Issuer's board of directors. 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 Common Stock and Class B Common Stock will convert automatically into a single class of 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. After the Distribution, BVP Co-Investment owns 2,043,781 shares. Deer VI is the general partner of each of the Funds. Deer VI disclaims beneficial ownership of the securities owned directly by the Funds, and this report shall not be deemed as an admission that Deer VI is the beneficial owner of such securities, except to the extent of its pecuniary interest therein, if any, by virtue of its general partner interests in the Funds. Represents 6,225 shares sold by Bessemer Venture Partners VI, L.P. ("BVP VI"), 2,199 shares sold by Bessemer Co-Investment and 150 shares sold by Bessemer Venture Partners VI Institutional L.P. ("BVP Institutional," and together with BVP VI and BVP Co-Investment, the "Funds"). The price reported represents the weighted average sale price of the shares sold. The prices of the shares sold in the Reported Transaction ranged from $22.00 to $22.02. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price. After the reported transaction, BVP VI owned 5,760,501 shares, BVP Co-Investment owned 2,041,582 shares, and BVP Institutional owned 138,802 shares. Represents 145,202 shares sold by BVP VI, 51,299 shares sold by Bessemer Co-Investment and 3,499 shares sold by BVP Institutional. After the reported transaction, BVP VI owned 5,615,299 shares, BVP Co-Investment owned 1,990,283 shares, and BVP Institutional owned 135,303 shares. The price reported represents the weighted average sale price of the shares sold. The prices of the shares sold in the Reported Transaction ranged from $22.00 to $22.36. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price. /s/ J. Edmund Colloton, Executive Manager of Deer VI & Co., LLC 2013-02-28 /s/ J. Edmund Colloton, Executive Manager of Deer VI & Co., LLC, the General Partner of Bessemer Venture Partners Co-Investment L.P. 2013-02-28 /s/ J. Edmund Colloton, Executive Manager of Deer VI & Co., LLC, the General Partner of Bessemer Venture Partners VI Institutional L.P. 2013-02-28 /s/ J. Edmund Colloton, Executive Manager of Deer VI & Co., LLC, the General Partner of Bessemer Venture Partners VI L.P. 2013-02-28