Sec Form 4 Filing - Deer VI & Co. LLC @ YELP INC - 2013-08-08

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
Deer VI & Co. LLC
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 (MM/DD/YY)
08/08/2013
(Street)
LARCHMONT, NY10538
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Class A Common Stock 08/08/2013 C( 1 ) 710,292 ( 2 ) A $ 0 ( 1 ) 710,292 ( 2 ) I See footnotes ( 5 ) ( 6 )
Class A Common Stock 08/08/2013 S 710,292 ( 2 ) D $ 51.3206 ( 3 ) 0 ( 1 ) I See footnotes ( 5 ) ( 6 )
Class A Common Stock 08/09/2013 C( 1 ) 603,767 ( 7 ) A $ 0 ( 1 ) 603,767 ( 7 ) I See footnotes ( 5 ) ( 6 )
Class A Common Stock 08/09/2013 S 603,767 ( 7 ) D $ 51.5085 ( 9 ) 0 ( 1 ) I See footnotes ( 5 ) ( 6 )
Class A Common Stock 08/12/2013 C( 1 ) 425,566 ( 10 ) A $ 0 ( 1 ) 425,566 ( 10 ) I See footnotes ( 5 ) ( 6 )
Class A Common Stock 08/12/2013 S 425,566 ( 10 ) D $ 52.1965 ( 12 ) 0 ( 1 ) I See footnotes ( 5 ) ( 6 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock ( 1 ) 08/08/2013 C 710,292 ( 2 ) ( 1 ) ( 1 ) Class A Common Stock 710,292 ( 2 ) $ 0 ( 1 ) 3,923,309 ( 4 ) I See footnotes ( 5 ) ( 6 )
Class B Common Stock ( 1 ) 08/09/2013 C 603,767 ( 7 ) ( 1 ) ( 1 ) Class A Common Stock 603,767 ( 7 ) $ 0 ( 1 ) 3,319,542 ( 8 ) I See footnotes ( 5 ) ( 6 )
Class B Common Stock ( 1 ) 08/12/2013 C 425,566 ( 10 ) ( 1 ) ( 1 ) Class A Common Stock 425,566 ( 10 ) $ 0 ( 1 ) 2,893,976 ( 11 ) I See footnotes ( 5 ) ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Deer VI & Co. LLC
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104
LARCHMONT, NY10538
X
Bessemer Venture Partners Co-Investment L.P.
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104
LARCHMONT, NY10538
X X
Bessemer Venture Partners VI Institutional L.P.
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104
LARCHMONT, NY10538
X
Bessemer Venture Partners VI L.P.
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104
LARCHMONT, NY10538
X X
Signatures
/s/ J. Edmund Colloton, Executive Manager of Deer VI & Co., LLC 08/12/2013
Signature of Reporting Person Date
/s/ J. Edmund Colloton, Executive Manager of Deer VI & Co., LLC, the General Partner of Bessemer Venture Partners Co-Investment L.P. 08/12/2013
Signature of Reporting Person Date
/s/ J. Edmund Colloton, Executive Manager of Deer VI & Co., LLC, the General Partner of Bessemer Venture Partners VI Institutional L.P. 08/12/2013
Signature of Reporting Person Date
/s/ J. Edmund Colloton, Executive Manager of Deer VI & Co., LLC, the General Partner of Bessemer Venture Partners VI L.P. 08/12/2013
Signature of Reporting Person Date
Explanation of Responses:
( 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 )Represents 515,679 shares sold by Bessemer Venture Partners VI, L.P. ("BVP VI"), 182,187 shares sold by Bessemer Venture Partners Co-Investment LP ("BVP Co-Investment") and 12,426 shares sold by Bessemer Venture Partners VI Institutional L.P. ("BVP Institutional," and together with BVP VI and BVP Co-Investment, the "Funds").
( 3 )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 $50.98 to $52.77. 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.
( 4 )After the reported transaction, BVP VI owned 2,848,365 shares, BVP Co-Investment owned 1,006,312 shares, and BVP Institutional owned 68,632 shares.
( 5 )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 (defined below) on the Issuer's board of directors.
( 6 )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.
( 7 )Represents 438,341 shares sold by BVP VI, 154,864 shares sold by BVP Co-Investment and 10,562 shares sold by BVP Institutional.
( 8 )After the reported transaction, BVP VI owned 2,410,024 shares, BVP Co-Investment owned 851,448 shares, and BVP Institutional owned 58,700 shares.
( 9 )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 $50.98 to $51.92. 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.
( 10 )Represents 308,965 shares sold by BVP VI, 109,156 shares sold by BVP Co-Investment and 7,445 shares sold by BVP Institutional.
( 11 )After the reported transaction, BVP VI owned 2,101,059 shares, BVP Co-Investment owned 742,292 shares, and BVP Institutional owned 50,625 shares.
( 12 )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 $50.98 to $53.34. 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.

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