0001206774-19-000470.txt : 20190220 0001206774-19-000470.hdr.sgml : 20190220 20190220060104 ACCESSION NUMBER: 0001206774-19-000470 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190220 DATE AS OF CHANGE: 20190220 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86798 FILM NUMBER: 19616990 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: Stoppelman Jeremy CENTRAL INDEX KEY: 0001541476 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: C/O YELP INC. STREET 2: 706 MISSION ST. CITY: SAN FRANCISCO STATE: CA ZIP: 94103 SC 13G/A 1 yelp3548861-sc13ga.htm AMENDMENT TO SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 7)*

Yelp Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

985817105

(CUSIP Number)

December 31, 2018

(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)
☐	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

	Jeremy Stoppelman

2.	Check the Appropriate Box if a Member of a Group (see instructions)

	(a) ☐
	(b) ☐
3.	SEC USE ONLY



4.	Citizenship or Place of Organization

	United States

	5.	Sole Voting Power
Number of Shares Beneficially Owned by Each Reporting Person With:
		5,427,244 shares⁽¹⁾

	6.	Shared Voting Power

		Not applicable.

	7.	Sole Dispositive Power

		5,427,244 shares⁽¹⁾

	8.	Shared Dispositive Power

		Not applicable.

9.	Aggregate Amount Beneficially Owned by Each Reporting Person

	5,427,244 shares⁽¹⁾

10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ☐



11.	Percent of Class Represented by Amount in Row 9

	6.4%⁽²⁾

12.	Type of Reporting Person (see instructions)

	IN

(1)	Consists of (a) 3,233,934 shares of Common Stock issuable to Mr. Stoppelman pursuant to stock options exercisable within 60 days of December 31, 2018 and (b) 2,193,310 shares of Common Stock held of record by The Jeremy Stoppelman Revocable Trust, over which Mr. Stoppelman retains sole voting and dispositive power.

(2)	Based on 81,996,839 shares of Common Stock outstanding on December 31, 2018. Assumes exercise of Reporting Person’s options exercisable as of or within 60 days of December 31, 2018.

CUSIP No. 985817105

1.	Names of Reporting Persons

	The Jeremy Stoppelman Revocable Trust (the “Trust”)

2.	Check the Appropriate Box if a Member of a Group (see instructions)

	(a) ☐
	(b) ☐
3.	SEC USE ONLY



4.	Citizenship or Place of Organization

	California

	5.	Sole Voting Power
Number of Shares Beneficially Owned by Each Reporting Person With:
		2,193,310 shares⁽³⁾

	6.	Shared Voting Power

		Not applicable.

	7.	Sole Dispositive Power

		2,193,310 shares⁽³⁾

	8.	Shared Dispositive Power

		Not applicable.

9.	Aggregate Amount Beneficially Owned by Each Reporting Person

	2,193,310 shares⁽³⁾

10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ☐



11.	Percent of Class Represented by Amount in Row 9

	2.7%⁽⁴⁾

12.	Type of Reporting Person (see instructions)

	OO – The Trust is a revocable trust organized under the laws of the State of California

(3)	Consists of shares of Common Stock held of record by the Trust. Mr. Stoppelman retains sole voting and dispositive power over these shares.

(4)	Based on 81,996,839 shares of Common Stock outstanding on December 31, 2018.

Item 1(a).	Name of Issuer: Yelp Inc.

Item 1(b).	Address of Issuer’s Principal Executive Offices: 140 New Montgomery Street, San Francisco, CA 94105

Item 2(a).	Name of Person Filing:

	(i)	Jeremy Stoppelman

	(ii)	The Jeremy Stoppelman Revocable Trust (the “Trust”)

Item 2(b).	Address of Principal Business Office or, if none, Residence: The address and principal business office of each Reporting Person is:

	c/o Yelp Inc.
	140 New Montgomery Street
	San Francisco, CA 94105

Item 2(c).	Citizenship: Mr. Stoppelman is a United States citizen. The Trust is organized under the laws of the State of California.

Item 2(d).	Title of Class of Securities: Common Stock

Item 2(e).	CUSIP Number: 985817105

Item 3.	If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

(a)	☐	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)	☐	Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c);

(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	☐	A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

(k)	☐	Group, in accordance with §240.13d–1(b)(1)(ii)(K).

	If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ____


Item 4.	Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.

(a)	Amount Beneficially Owned: 5,427,244 shares⁽¹⁾
(b)	Percent of Class: 6.4%⁽²⁾
(c)	Number of shares as to which the person has:

	(i)	Sole power to vote or to direct the vote:

		(1)	Mr. Stoppelman: 5,427,244 shares⁽¹⁾

		(2)	Trust: 2,193,310 shares⁽³⁾

	(ii)	Shared power to vote or to direct the vote:

		Not applicable.

	(iii)	Sole power to dispose or to direct the disposition of:

		(1)	Mr. Stoppelman: 5,427,244 shares⁽¹⁾

		(2)	Trust: 2,193,310 shares⁽³⁾

	(iv)	Shared power to dispose or to direct the disposition of:

		Not applicable.

Item 5.	Ownership of 5 Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.

Item 6.	Ownership of More than 5 Percent on Behalf of Another Person

Not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8.	Identification and Classification of Members of the Group

Not applicable.

Item 9.	Notice of Dissolution of a Group

Not applicable.

Item 10.	Certification

Not applicable.

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.

/s/ Jeremy Stoppelman

Jeremy Stoppelman

February 19, 2019

Date

The Jeremy Stoppelman Revocable Trust

/s/ Jeremy Stoppelman

Jeremy Stoppelman, Trustee

February 19, 2019

Date