0001181431-13-019773.txt : 20130401
0001181431-13-019773.hdr.sgml : 20130401
20130401200442
ACCESSION NUMBER: 0001181431-13-019773
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20130221
FILED AS OF DATE: 20130401
DATE AS OF CHANGE: 20130401
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/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35444
FILM NUMBER: 13733007
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/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35444
FILM NUMBER: 13733006
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/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35444
FILM NUMBER: 13733008
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/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35444
FILM NUMBER: 13733005
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/A
1
rrd375612.xml
FORM 4/A
X0306
4/A
2013-02-21
2013-02-25
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
2013-02-21
4
C
0
11300
0
A
11300
I
See Footnotes
Class A Common Stock
2013-02-21
4
S
0
11300
22.007
D
0
I
See Footnotes
Class A Common Stock
2013-02-22
4
C
0
100000
0
A
100000
I
See Footnotes
Class A Common Stock
2013-02-22
4
S
0
100000
22.1267
D
0
I
See Footnotes
Class A Common Stock
2013-02-25
4
C
0
107800
0
A
107800
I
See Footnotes
Class A Common Stock
2013-02-25
4
S
0
107800
22.2176
D
0
I
See Footnotes
Class B Common Stock
2013-02-21
4
C
0
11300
0
D
Class A Common Stock
11300
8500954
I
See Footnotes
Class B Common Stock
2013-02-22
4
C
0
100000
0
D
Class A Common Stock
100000
8400954
I
See Footnotes
Class B Common Stock
2013-02-25
4
C
0
107800
0
D
Class A Common Stock
107800
8293154
I
See Footnotes
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.
Represents 7,026 shares sold by Bessemer Venture Partners VI, L.P. ("BVP VI"), 4,104 shares sold by Bessemer Venture Partners Co-Investment LP ("BVP Co-Investment") and 170 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 $22.03. 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 5,922,257 shares, BVP Co-Investment owned 2,435,998 shares, and BVP Institutional owned 142,699 shares.
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.
Deer VI & Co., LLC ("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 72,601 shares sold by BVP VI, 25,650 shares sold by BVP Co-Investment and 1,749 shares sold by BVP Institutional.
After the reported transaction, BVP VI owned 5,849,656 shares, BVP Co-Investment owned 2,410,348 shares, and BVP Institutional owned 140,950 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 $22.275. 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.
Represents 78,264 shares sold by BVP VI, 27,650 shares sold by BVP Co-Investment and 1,886 shares sold by BVP Institutional.
After the reported transaction, BVP VI owned 5,771,392 shares, BVP Co-Investment owned 2,382,698 shares, and BVP Institutional owned 139,064 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 $22.405. 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.
This amended and restated Form 4 is being filed to correct the specific allocation of shares among the Funds as previously reported in footnotes 2, 4, 7, 8, and 11.
/s/ J. Edmund Colloton, Executive Manager of Deer VI & Co., LLC
2013-03-29
/s/ J. Edmund Colloton, Executive Manager of Deer VI & Co., LLC, the General Partner of Bessemer Venture Partners Co-Investment L.P.
2013-03-29
/s/ J. Edmund Colloton, Executive Manager of Deer VI & Co., LLC, the General Partner of Bessemer Venture Partners VI Institutional L.P.
2013-03-29
/s/ J. Edmund Colloton, Executive Manager of Deer VI & Co., LLC, the General Partner of Bessemer Venture Partners VI L.P.
2013-03-29