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)
02/21/2013

(Street)

LARCHMONT, NY 10538

4. If Amendment, Date Original Filed(Month/Day/Year)
02/25/2013

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	02/21/2013		C⁽¹⁾		0 ⁽²⁾ ⁽⁹⁾	A	$ 0 ⁽¹⁾	0 ⁽²⁾ ⁽⁹⁾	I	See Footnotes ⁽³⁾ ⁽⁴⁾ ⁽⁹⁾
Class A Common Stock	02/21/2013		S		0 ⁽²⁾ ⁽⁹⁾	D	$ 0 ⁽²⁾	882,656	D ⁽³⁾ ⁽⁴⁾ ⁽⁹⁾
Class A Common Stock	02/22/2013		C⁽¹⁾		0 ⁽⁵⁾ ⁽⁹⁾	A	$ 0 ⁽¹⁾	0 ⁽⁵⁾ ⁽⁹⁾	I	See Footnotes ⁽⁴⁾ ⁽⁶⁾ ⁽⁹⁾
Class A Common Stock	02/22/2013		S		0 ⁽⁵⁾ ⁽⁹⁾	D	$ 0 ⁽⁵⁾	882,656	D ⁽⁴⁾ ⁽⁶⁾ ⁽⁹⁾
Class A Common Stock	02/25/2013		C⁽¹⁾		0 ⁽⁷⁾	A	$ 0 ⁽¹⁾	0 ⁽⁷⁾	I	See Footnotes ⁽⁴⁾ ⁽⁸⁾ ⁽⁹⁾
Class A Common Stock	02/25/2013		S		0 ⁽⁷⁾	D	$ 0 ⁽⁷⁾	882,656	D ⁽⁴⁾ ⁽⁸⁾ ⁽⁹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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⁾

02/21/2013

0 ⁽²⁾ ⁽⁹⁾

⁽¹⁾

Class A Common Stock

0 ⁽²⁾ ⁽⁹⁾

$ 0 ⁽¹⁾

0 ⁽³⁾ ⁽⁹⁾

See Footnotes ⁽³⁾ ⁽⁴⁾ ⁽⁹⁾

Class B Common Stock

⁽¹⁾

02/22/2013

0 ⁽⁵⁾ ⁽⁹⁾

⁽¹⁾

Class A Common Stock

0 ⁽⁵⁾ ⁽⁹⁾

$ 0 ⁽¹⁾

0 ⁽⁶⁾ ⁽⁹⁾

See Footnotes ⁽⁴⁾ ⁽⁶⁾ ⁽⁹⁾

Class B Common Stock

⁽¹⁾

02/25/2013

0 ⁽⁷⁾

⁽¹⁾

Class A Common Stock

0 ⁽⁷⁾

$ 0 ⁽¹⁾

0 ⁽⁸⁾ ⁽⁹⁾

See Footnotes ⁽⁴⁾ ⁽⁸⁾ ⁽⁹⁾

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		03/29/2013
^**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 February 21, 2013, Bessemer Venture Partners VI, L.P. ("BVP VI") sold 7,026 shares, Bessemer Venture Partners Co-Investment LP ("BVP Co-Investment") sold 4,104 shares and Bessemer Venture Partners VI Institutional L.P. ("BVP Institutional," and together with BVP VI and BVP Co-Investment, the "Funds") sold 170 shares at the weighted average sale price of $22.007 (the "February 21 Fund Sales").
(3)	After the February 21 Fund Sales, BVP VI owned 5,922,257 shares, BVP Co-Investment owned 2,435,998 shares, and BVP Institutional owned 142,699 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 February 22, 2013, BVP VI sold 72,601 shares, BVP Co-Investment sold 25,650 shares and BVP Institutional sold 1,749 shares at the weighted average sale price of $22.1267 (the "February 22 Fund Sales").
(6)	After the February 22 Fund Sales, BVP VI owned 5,849,656 shares, BVP Co-Investment owned 2,410,348 shares, and BVP Institutional owned 140,950 shares of Class B Common Stock.
(7)	On February 25, 2013, BVP VI sold 78,264 shares, BVP Co-Investment sold 27,650 shares and BVP Institutional sold 1,886 shares at the weighted average sale price of $22.2176 (the "February 25 Fund Sales").
(8)	After the February 25 Fund Sales, BVP VI owned 5,771,392 shares, BVP Co-Investment owned 2,382,698 shares, and BVP Institutional owned 139,064 shares of Class B Common Stock.
(9)	This amended and restated Form 4 is being filed to correct the specific allocation of shares among the Funds as previously reported in footnotes 2, 3, 5, 6, and 8.

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