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OMB APPROVAL
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB Number: 3235-0145
Estimated average burden hours
per response. . . . . . . . . . .14.90
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SCHEDULE 13G
INFORMATION STATEMENT TO BE INCLUDED
IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b) (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (b)
(Amendment No. 2)*
Yelp Inc.
(Name of Issuer)
Class A common stock
(Title of Class of Securities)
985817105
(CUSIP Number)
October 31, 2012
985817105(Date of Event Which Requires Filing of This Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
x
Rule
13d-1(b)
¨
Rule
13d-(c)
¨
Rule
13d-1 (d)
*The
remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior
cover page.
The
information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
1
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NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION
OF ABOVE PERSON
RCM Capital
Management LLC
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2
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP* (a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE
OF ORGANIZATION
Delaware
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NUMBER
OF SHARES BENEFICIALLY
OWNED BY
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5
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SOLE VOTING POWER
788,610
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EACH
REPORTING
PERSON
WITH
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
1,686,320
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8
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SHARED DISPOSITIVE
POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
1,686,320
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
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11
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.9%
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12
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TYPE OF REPORTING PERSON*
IA, OO
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1
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NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION
OF ABOVE PERSON
RCM US Holdings
LLC
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2
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP* (a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE
OF ORGANIZATION
Delaware
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NUMBER
OF SHARES BENEFICIALLY
OWNED BY
|
5
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SOLE VOTING POWER
0
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EACH
REPORTING
PERSON
WITH
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6
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SHARED VOTING POWER
0
|
|
7
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SOLE DISPOSITIVE POWER
0
|
|
8
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SHARED DISPOSITIVE
POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
1,686,320
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
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11
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.9%
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12
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TYPE OF REPORTING PERSON*
HC, OO
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Item 1 (a)
Name of Issuer
:
Yelp Inc.
(b)
Address of Issuer's Principal Executive Offices
:
706 Mission Street
San Francisco, CA 94103
Item 2 (a)
Name of Persons Filing
(“Filers”):
RCM Capital Management LLC
RCM US Holdings LLC
(b)
Address of Filers’ Principal Business Office
:
555 Mission Street, 17
th
Floor
San Francisco, California 94105
(c)
Filers’ Citizenship
:
Delaware
(d)
Title of Class of Securities
:
Class
A c
ommon stock
(e)
CUSIP Number
:
985817105
Item 3
If this statement is
filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a
:
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(a)
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¨
Broker or dealer registered under Section 15
of the Act;
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(b)
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¨
Bank as defined in Section 3(a)(6) of the Act;
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(c)
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¨
Insurance company as defined in Section 3(a)(19)
of the Act;
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(d)
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¨
Investment company registered under Section 8
of the Investment Company Act of 1940, as amended (the “Investment Company Act”);
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(e)
x
Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E):
RCM Capital Management LLC;
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(f)
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¨
Employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
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(g)
x
Parent holding company or control person, in accordance with 13d-1(b)(ii)(G):
RCM US Holdings LLC
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(h)
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¨
Savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
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(i)
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¨
Church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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¨
A non-U.S. institution in accordance with §240.13d-1(b)(ii)(J);
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(k)
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¨
Group, in accordance with Rule13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution ___________________________________________________________.
Item 4
Ownership
.
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(a)
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Amount beneficially owned:
1,686,320
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(b)
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Percent of Class: 9.9%
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(c)
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Number of shares as to which such person has:
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(i) Sole power to vote or direct the vote
:
788,610
(ii) Shared power to vote:
0
(iii) Sole power to dispose or direct the disposition
of:
1,686,320
(iv) Shared power to dispose or direct the disposition
of:
0
This report is being filed on behalf of RCM Capital Management
LLC (“RCM”), a Delaware limited liability company and investment adviser registered under Section 203 of the Investment
Advisers Act of 1940, as amended, and its parent, RCM US Holdings LLC (“RCM Holdings”). The securities reported herein
are held by certain investment advisory clients or discretionary accounts of which RCM is the investment adviser. Investment advisory
contracts grant to RCM voting and/or investment power over the securities held by such clients or in such accounts. As a result,
RCM may be deemed to be the beneficial owner of such securities within the meaning of rule 13d-3 under the Act. RCM is wholly owned
by RCM Holdings. RCM and RCM Holdings are subsidiaries of, and are controlled by, Allianz Asset Management AG (“AAM AG”).
Therefore, RCM Holdings and AAM AG also may be deemed to beneficially own such securities within the meaning of rule 13d-3 under
the Act.
RCM, RCM Holdings and AAM AG believe that they are not
a group within the meaning of rule 13d-5 under the Act. In addition, each Filer disclaims beneficial ownership of these securities
except to the extent of that Filer's pecuniary interest therein.
Item 5
Ownership of Five Percent
or Less of a Class
.
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If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check
the following
¨
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Item 6
Ownership of More than Five Percent on Behalf of
Another Person
.
RCM’s
clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the securities
reported herein. No one client account for which RCM is investment adviser holds more than five percent of such securities.
Item 7
Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
.
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See cover pages and Item 3.
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Item 8
Identification and Classification
of Members of the Group
.
Item 9
Notice of Dissolution of Group
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Item 10
Certification
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By signing below I certify that, to the best of my knowledge and belief, the securities referred
to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or effect.
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Exhibits
Exhibit A Joint Filing Agreement.
SIGNATURE
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: November 7, 2012
By Paul Koo
Chief Compliance Officer
RCM Capital Management LLC and
RCM US Holdings LLC
EXHIBIT A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned agree to file jointly
with the Securities and Exchange Commission (the "SEC") any and all statements on Schedule 13D or Schedule 13G (and any
amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection
with purchases by the undersigned of the securities of any issuer. For that purpose, each of the undersigned hereby constitutes
and appoints RCM Capital Management LLC, a Delaware limited liability company, as its true and lawful agent and attorney-in-fact,
with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC
and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d)
and section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with said purchases, and to do and perform
every act necessary and proper to be done incident to the exercise of the foregoing power, as fully as the undersigned might or
could do if personally present.
Date: November 7, 2012
By Paul Koo
Chief Compliance
Officer
RCM Capital Management LLC and
RCM US Holdings LLC
74740031856572.2
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