Edgar Filing: ANDERSON FRED D

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 ^*

ANDERSON FRED D

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

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

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

(Last)

(First)

(Middle)

C/O ELEVATION PARTNERS, L.P., 2800 SAND HILL ROAD, SUITE 160

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2013

(Street)

MENLO PARK, CA 94025

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	05/13/2013		C⁽¹⁾		127,045	A	$ 0	127,045	I	See Footnote ⁽⁴⁾
Class A Common Stock	05/13/2013		S		127,045	D	$ 31.1245 ⁽⁶⁾	0	I	See Footnote ⁽⁴⁾
Class A Common Stock	05/14/2013		C⁽¹⁾		533,608	A	$ 0	533,608	I	See Footnote ⁽⁴⁾
Class A Common Stock	05/14/2013		S		533,608	D	$ 30.9067 ⁽⁷⁾	0	I	See Footnote ⁽⁴⁾
Class A Common Stock	05/15/2013		C⁽¹⁾		3,338,148	A	$ 0	3,338,148	I	See Footnote ⁽⁴⁾
Class A Common Stock	05/15/2013		S		340,980	D	$ 31.228 ⁽⁸⁾	2,997,168	I	See Footnote ⁽⁴⁾
Class A Common Stock	05/15/2013		S		300	D	$ 31.92	2,996,868	I	See Footnote ⁽⁴⁾
Class A Common Stock	05/15/2013		S		966	D	$ 31.93	2,995,902	I	See Footnote ⁽⁴⁾
Class A Common Stock	05/15/2013		J⁽⁹⁾		2,995,902	D	$ 0	0	I	See Footnote ⁽⁴⁾
Class A Common Stock	05/15/2013		J⁽¹⁰⁾		49,235	A	$ 0	49,235	I	See Footnote ⁽¹¹⁾
Class A Common Stock	05/15/2013		J⁽¹⁰⁾		5,479	A	$ 0	5,479	I	See Footnote ⁽¹²⁾
Class A Common Stock	05/13/2013		C⁽¹⁾		38	A	$ 0	38	I	See Footnote ⁽⁵⁾
Class A Common Stock	05/13/2013		S		38	D	$ 31.1245 ⁽⁶⁾	0	I	See Footnote ⁽⁵⁾
Class A Common Stock	05/14/2013		C⁽¹⁾		160	A	$ 0	160	I	See Footnote ⁽⁵⁾
Class A Common Stock	05/14/2013		S		160	D	$ 30.9067 ⁽⁷⁾	0	I	See Footnote ⁽⁵⁾
Class A Common Stock	05/15/2013		C⁽¹⁾		1,001	A	$ 0	1,001	I	See Footnote ⁽⁵⁾
Class A Common Stock	05/15/2013		S		103	D	$ 31.228 ⁽⁸⁾	898	I	See Footnote ⁽⁵⁾
Class A Common Stock	05/15/2013		J⁽⁹⁾		898	D	$ 0	0	I	See Footnote ⁽⁵⁾

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

$ 0

05/13/2013

127,045

⁽²⁾⁽³⁾

Class A Common Stock

127,045

$ 0

8,496,209

See Footnote ⁽⁴⁾

Class B Common Stock

$ 0

05/14/2013

533,608

⁽²⁾⁽³⁾

Class A Common Stock

533,608

$ 0

7,962,601

See Footnote ⁽⁴⁾

Class B Common Stock

$ 0

05/15/2013

3,338,148

⁽²⁾⁽³⁾

Class A Common Stock

3,338,148

$ 0

4,624,453

See Footnote ⁽⁴⁾

Class B Common Stock

$ 0

05/13/2013

⁽²⁾⁽³⁾

Class A Common Stock

$ 0

2,517

See Footnote ⁽⁵⁾

Class B Common Stock

$ 0

05/14/2013

160

⁽²⁾⁽³⁾

Class A Common Stock

160

$ 0

2,357

See Footnote ⁽⁵⁾

Class B Common Stock

$ 0

05/14/2013

1,001

⁽²⁾⁽³⁾

Class A Common Stock

1,001

$ 0

1,356

See Footnote ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ANDERSON FRED D C/O ELEVATION PARTNERS, L.P. 2800 SAND HILL ROAD, SUITE 160 MENLO PARK, CA 94025	X	X

Signatures

/s/ Tracy Hogan, attorney-in-fact		05/15/2013
^**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 A Common Stock is issued upon conversion of one share of Class B Common Stock. Such conversion will become effective immediately prior to the delivery of shares of Class A Common Stock for the sale or the pro rata distribution reported herein.
(2)	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 and Class B Common Stock will convert automatically into 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.
(3)	In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock (i) upon such date as is specified by the affirmative vote or written consent of the holders of at least 66 2/3% of the outstanding shares of Class B common stock, (ii) upon any transfer, whether or not for value (subject to certain exceptions), or (iii) 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.
(4)	These securities are directly owned by Elevation Partners, L.P. ("Elevation Partners"). Elevation Associates, L.P. ("Elevation GP") is the sole and general partner of Elevation Partners, and Elevation Associates, LLC ("Elevation LLC") is the sole general partner of Elevation GP. Mr. Anderson is a manager of Elevation LLC. As a manager of Elevation LLC, Mr. Anderson may be deemed to be the indirect beneficial owner of such shares owned by Elevation Partners. However, Mr. Anderson disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest.
(5)	These securities are owned directly by Elevation Employee Side Fund, LLC ("Side Fund"). Elevation Management, LLC ("Elevation Management") is the sole managing member of Side Fund. Mr. Anderson is a manager of Elevation Management. As a manager of Elevation Management, Mr. Anderson may be deemed to be the indirect beneficial owner of such shares owned by Side Fund. However, Mr. Anderson disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest.
(6)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.75 to $31.60, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 6 to this Form 4.
(7)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.75 to $31.45, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 7 to this Form 4.
(8)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.90 to $31.89, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 12 to this Form 4.
(9)	Disposition pursuant to a pro rata, in-kind distribution, for no additional consideration, to the partners of Elevation Partners or to the members of Side Fund, as the case maybe.
(10)	Acquisition pursuant to a pro rata in-kind distribution to the partners of Elevation Partners.
(11)	These securities are directly owned by Waiver Entity. Elevation LLC, as the sole general partner of Waiver Entity, and Mr. Anderson, as a manager of Elevation LLC, may have indirect beneficial ownership of these shares. See Footnotes 1-4.
(12)	These securities are directly owned by Elevation LLC. Mr. Anderson, as a manager of Elevation LLC, may have indirect beneficial ownership of these shares. See Footnotes 1-4.
Remarks: Exhibit list Exhibit 24 - Power of Attorney

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