Edgar Filing: Levine Jeremy S.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Levine Jeremy S.

2. Issuer Name and Ticker or Trading Symbol
YELP INC [YELP]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O BESSEMER VENTURE PARTNERS, 1865 PALMER AVENUE, SUITE 104

3. Date of Earliest Transaction (Month/Day/Year)
05/17/2013

(Street)

LARCHMONT, NY 10538

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/17/2013		C⁽¹⁾		0 ⁽²⁾	A	$ 0 ⁽¹⁾	0 ⁽²⁾	I	See Footnotes ⁽³⁾ ⁽⁴⁾
Class A Common Stock	05/17/2013		S		0 ⁽²⁾	D	$ 0 ⁽²⁾	882,656	D ⁽³⁾ ⁽⁴⁾
Class A Common Stock	05/20/2013		C⁽¹⁾		0 ⁽⁵⁾	A	$ 0 ⁽¹⁾	0 ⁽⁵⁾	I	See Footnotes ⁽⁴⁾ ⁽⁶⁾
Class A Common Stock	05/20/2013		S		0 ⁽⁵⁾	D	$ 0 ⁽⁵⁾	882,656	D ⁽⁴⁾ ⁽⁶⁾
Class A Common Stock	05/21/2013		C⁽¹⁾		0 ⁽⁷⁾	A	$ 0 ⁽¹⁾	0 ⁽⁷⁾	I	See Footnotes ⁽⁴⁾ ⁽⁸⁾
Class A Common Stock	05/21/2013		S		0 ⁽⁷⁾	D	$ 0 ⁽⁷⁾	882,656	D ⁽⁴⁾ ⁽⁸⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock

⁽¹⁾

05/17/2013

0 ⁽²⁾

⁽¹⁾

Class A Common Stock

0 ⁽²⁾

$ 0 ⁽¹⁾

0 ⁽³⁾

See Footnotes ⁽³⁾ ⁽⁴⁾

Class B Common Stock

⁽¹⁾

05/20/2013

0 ⁽⁵⁾

⁽¹⁾

Class A Common Stock

0 ⁽⁵⁾

$ 0 ⁽¹⁾

0 ⁽⁶⁾

See Footnotes ⁽⁴⁾ ⁽⁶⁾

Class B Common Stock

⁽¹⁾

05/21/2013

0 ⁽⁷⁾

⁽¹⁾

Class A Common Stock

0 ⁽⁷⁾

$ 0 ⁽¹⁾

0 ⁽⁸⁾

See Footnotes ⁽⁴⁾ ⁽⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Levine Jeremy S. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY 10538	X

Signatures

/s/ J. Edmund Colloton, Attorney-in-fact		05/21/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	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.
(2)	On May 17, 2013, Bessemer Venture Partners VI, L.P. ("BVP VI") sold 95,330 shares, Bessemer Venture Partners Co-Investment LP ("BVP Co-Investment") sold 33,679 shares and Bessemer Venture Partners VI Institutional L.P. ("BVP Institutional," and together with BVP VI and BVP Co-Investment, the "Funds") sold 2,298 shares at the weighted average sale price of $30.6931 (the "May 17 Fund Sales").
(3)	After the May 17 Fund Sales, BVP VI owned 4,841,480 shares, BVP Co-Investment owned 1,710,470 shares, and BVP Institutional owned 116,657 shares of Class B Common Stock.
(4)	Mr. Levine is a managing member of Deer Management Co. LLC, the management company affiliate of the Funds. Mr. Levine disclaims beneficial ownership of the securities sold by the Funds and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any, by virtue of his interest in Deer VI, the general partner of each of the Funds, and his indirect limited partnership interest in BVP Co-Investment.
(5)	On May 20, 2013, BVP VI sold 47,045 shares, BVP Co-Investment sold 16,621 shares and BVP Institutional sold 1,134 shares at the weighted average sale price of $31.8356 (the "May 20 Fund Sales").
(6)	After the May 20 Fund Sales, BVP VI owned 4,794,435 shares, BVP Co-Investment owned 1,693,849 shares, and BVP Institutional owned 115,523 shares of Class B Common Stock.
(7)	On May 21, 2013, BVP VI sold 67,955 shares, BVP Co-Investment sold 24,008 shares and BVP Institutional sold 1,637 shares at the weighted average sale price of $31.8990 (the "May 21 Fund Sales").
(8)	After the May 21 Fund Sales, BVP VI owned 4,726,480 shares, BVP Co-Investment owned 1,669,841 shares, and BVP Institutional owned 113,886 shares of Class B Common Stock.

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