0001144204-17-032119.txt : 20170612 0001144204-17-032119.hdr.sgml : 20170612 20170612160200 ACCESSION NUMBER: 0001144204-17-032119 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170612 DATE AS OF CHANGE: 20170612 GROUP MEMBERS: PRESCOTT INVESTORS PROFIT SHARING TRUST GROUP MEMBERS: THOMAS W. SMITH SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86798 FILM NUMBER: 17906307 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Prescott General Partners LLC CENTRAL INDEX KEY: 0001538653 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2200 BUTTS ROAD STREET 2: SUITE 320 CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 561-314-0800 MAIL ADDRESS: STREET 1: 2200 BUTTS ROAD STREET 2: SUITE 320 CITY: BOCA RATON STATE: FL ZIP: 33431 SC 13G 1 v468827_sc13g.htm SC 13G

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

 

Yelp Inc.

(Name of Issuer)

 

 Common Stock, par value $0.000001

(Title of Class of Securities)

 

985817105

(CUSIP Number)

 

June 1, 2017

(Date of Event which Requires filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

[    ] Rule 13d-1(b)
[ x ] Rule 13d-1(c)
[    ] Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 985817105

 

1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

Prescott General Partners LLC
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [  ]

(b) [x]

3

SEC USE ONLY

 

4

CITIZEN OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
5

SOLE VOTING POWER

 

0

 

6

SHARED VOTING POWER

 

3,851,774

 

7

SOLE DISPOSITIVE POWER

 

0

 

8

SHARED DISPOSITIVE POWER

 

3,851,774

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,851,774

  

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

Not Applicable

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.8%

 

12

TYPE OF REPORTING PERSON

 

OO

 

       

 

 

 

 

CUSIP No. 985817105

 

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

Prescott Investors Profit Sharing Trust

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [  ]

(b) [x]

3

SEC USE ONLY

 

4

CITIZEN OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
5

SOLE VOTING POWER

 

122,408

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

122,408

 

8 SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

122,408

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

Not Applicable

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.2%

 

 

12

TYPE OF REPORTING PERSON

 

EP

 

       

 

 

 

 

 

CUSIP No. 985817105

 

1

NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

Thomas W. Smith

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [  ]

(b) [x]

3

SEC USE ONLY

 

4

CITIZEN OR PLACE OF ORGANIZATION

 

United States

 

NUMBER OF
SHARES

BENEFICIALLY

OWNED BY EACH
REPORTING
PERSON

WITH
5

SOLE VOTING POWER

 

500,000

 

6

SHARED VOTING POWER

 

208,480

 

7

SOLE DISPOSITIVE POWER

 

500,000

 

8

SHARED DISPOSITIVE POWER

 

208,480

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

708,480

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

Not Applicable

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.9%

 

12

TYPE OF REPORTING PERSON

 

IN

       

 

 

 

 

 

ITEM 1.(a) Name of Issuer:

 

Yelp Inc.

 

(b)Address of Issuer's Principal Executive Offices:

 

140 New Montgomery Street, 9th Floor

San Francisco, CA

 

 ITEM 2. (a) Name of Person Filing:

 

(i)Prescott General Partners LLC (“PGP”)

 

(iii)Prescott Investors Profit Sharing Trust (“PIPS”)

 

(iii)Thomas W. Smith

 

The joint filing of this statement shall not be deemed to be an admission that the reporting persons (the “Reporting Persons”) comprise a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. The Reporting Persons each disclaim beneficial ownership of the shares reported in this statement in excess of those shares as to which they have or share voting or investment authority.

 

(b)Address of Principal Business Office:

 

The following is the address of the principal business office of each of the Reporting Persons:

 

2200 Butts Road, Suite 320

Boca Raton, FL 33431

 

(c)Citizenship:

 

PGP is a Delaware limited liability company. PIPS is an employee profit-sharing plan organized under the laws of the State of Delaware. Thomas W. Smith is a United States citizen.

 

(d)Title of Class of Securities:

 

Common Stock, par value $0.000001 (the “Shares”).

 

(e)CUSIP Number:

 

985817105

 

 

 

 

 

ITEM 33.    If this Statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

If this Statement is filed pursuant to Rule 13d-1(c), check this box [x]

 

ITEM 4.4.    Ownership

 

(a)PGP – 3,851,774 Shares; PIPS – 122,408 Shares; Thomas W. Smith – 708,480 Shares.

 

(b)PGP – 4.8%; PIPS – 0.2%; Thomas W. Smith – 0.9%.

 

(c)PGP, as the general partner of three private investment limited partnerships (the “Partnerships”), may be deemed to share the power to vote or to direct the vote and to dispose or to direct the disposition of 3,851,774 Shares held by the Partnerships.

 

PIPS has the sole power to vote or to direct the vote of and to dispose or to direct the disposition of 122,408 Shares.

 

Mr. Smith has the sole power to vote or to direct the vote of and to dispose or to direct the disposition of 500,000 Shares held by Ridgeview Smith Investments LLC, a limited liability company established by Mr. Smith and of which he is the sole member.

 

In his capacity as investment manager for certain managed accounts, Mr. Smith may be deemed to have the shared power to vote or to direct the vote of and to dispose or to direct the disposition of 208,480 Shares. Voting and investment authority over managed accounts established for the benefit of certain family members and friends of Mr. Smith is subject to each beneficiary’s right, if so provided, to terminate or otherwise direct the disposition of the managed account.

 

ITEM 5.5.    Ownership of Five Percent or Less of a Class

 

Not applicable.

 

ITEM 6.Ownership of More than Five Percent on Behalf of Another Person

 

PGP, as the general partner of the Partnerships, may be deemed to beneficially own 3,851,774 Shares held by the Partnerships. Mr. Smith may be deemed to beneficially own 208,480 Shares in his capacity as an investment manager for certain managed accounts. The Partnerships and the managed accounts have the right to receive dividends from, and the proceeds from the sale of, the Shares held by the Partnerships and the managed accounts, respectively. Voting and investment authority over managed accounts established for the benefit of certain family members and friends of Mr. Smith is subject to each beneficiary’s right, if so provided, to terminate or otherwise direct the disposition of the managed account.

 

 

 

 

 

ITEM7.    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

 

Not applicable.

 

ITEM8.    Identification and Classification of Members of the Group

 

Not applicable.

 

ITEM9.    Notice of Dissolution of Group

 

Not applicable.

  

ITEM10.Certification

 

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: June 12, 2017

 

PRESCOTT General partners LLC

 

/s/ Thomas W. Smith

Name: Thomas W. Smith

Title: Managing Member

 

PRESCOTT INVESTORS PROFIT SHARING TRUST

/s/ Thomas W. Smith

Name: Thomas W. Smith

Title: Trustee

 

/s/ Thomas W. Smith

Thomas W. Smith

 

 

 

 

 

JOINT FILING AGREEMENT

 

The undersigned agree that the foregoing statement on Schedule 13G, dated June 12, 2017, is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k).

 

Date: June 12, 2017

 

PRESCOTT General partners LLC

/s/ Thomas W. Smith

Name: Thomas W. Smith

Title: Managing Member

 

PRESCOTT INVESTORS PROFIT SHARING TRUST

/s/ Thomas W. Smith

Name: Thomas W. Smith

Title: Trustee

 

/s/ Thomas W. Smith

Thomas W. Smith