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YELP INC — Director's Dealing 2013
Feb 25, 2013
31687_dirs_2013-02-25_48f4d65e-f368-4f3d-b6fd-e99aa7388fa6.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: YELP INC (YELP)
CIK: 0001345016
Period of Report: 2013-02-21
Reporting Person: Deer VI & Co. LLC (Director, 10% Owner)
Reporting Person: Bessemer Venture Partners Co-Investment L.P. (Director, 10% Owner)
Reporting Person: Bessemer Venture Partners VI Institutional L.P. (10% Owner)
Reporting Person: Bessemer Venture Partners VI L.P. (Director, 10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2013-02-21 | Class A Common Stock | C | 11300 | — | Acquired | 11300 | Indirect |
| 2013-02-21 | Class A Common Stock | S | 11300 | $22.007 | Disposed | 0 | Indirect |
| 2013-02-22 | Class A Common Stock | C | 100000 | — | Acquired | 100000 | Indirect |
| 2013-02-22 | Class A Common Stock | S | 100000 | $22.1267 | Disposed | 0 | Indirect |
| 2013-02-25 | Class A Common Stock | C | 107800 | — | Acquired | 107800 | Indirect |
| 2013-02-25 | Class A Common Stock | S | 107800 | $22.2176 | Disposed | 0 | Indirect |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2013-02-21 | Class B Common Stock | $ | C | 11300 | Disposed | Class A Common Stock (11300) | Indirect | |
| 2013-02-22 | Class B Common Stock | $ | C | 100000 | Disposed | Class A Common Stock (100000) | Indirect | |
| 2013-02-25 | Class B Common Stock | $ | C | 107800 | Disposed | Class A Common Stock (107800) | Indirect |
Footnotes
F1: 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.
F2: Represents 8,558 shares sold by Bessemer Venture Partners VI, L.P. ("BVP VI"), 2,536 shares sold by Bessemer Venture Partners Co-Investment LP ("BVP Co-Investment") and 206 shares sold by Bessemer Venture Partners VI Institutional L.P. ("BVP Institutional," and together with BVP VI and BVP Co-Investment, the "Funds").
F3: 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 $22.00 to $22.03. 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.
F4: After the reported transaction, BVP VI owned 5,920,725 shares, BVP Co-Investment owned 2,437,566 shares, and BVP Institutional owned 142,663 shares.
F5: 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 on the Issuer's board of directors.
F6: 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.
F7: Represents 75,735 shares sold by BVP VI, 22,440 shares sold by BVP Co-Investment and 1,825 shares sold by BVP Institutional.
F8: After the reported transaction, BVP VI owned 5,844,990 shares, BVP Co-Investment owned 2,415,126 shares, and BVP Institutional owned 140,838 shares.
F9: 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 $22.00 to $22.275. 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.
F10: Represents 78,264 shares sold by BVP VI, 27,650 shares sold by BVP Co-Investment and 1,886 shares sold by BVP Institutional.
F11: After the reported transaction, BVP VI owned 5,766,726 shares, BVP Co-Investment owned 2,387,476 shares, and BVP Institutional owned 138,952 shares.
F12: 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 $22.00 to $22.405. 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.