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CUSIP No. 985817105
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13G
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Page 2 of 12 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Deer VI & Co.
LLC
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2.
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (SEE INSTRUCTIONS)
(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 EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
8,679,454
*
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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
8,679,454
*
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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
8,679,454
*
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
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11.
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
27.1%*
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12.
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
OO
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*
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Represents shares of Class A common stock of the Issuer (the Class A Common Stock) underlying shares of Class B common stock of the Issuer (the Class
B Common Stock) beneficially owned by the Reporting Persons, which shares of Class B Common Stock are convertible, at the option of the holder, into shares of Class A Common Stock on a 1-for-1 basis (determined in accordance with Rule 13d-3 of
the Act). The percentage of shares beneficially owned as set forth in row 11 above is based on 23,380,283 shares of Class A Common Stock of the Issuer outstanding as of December 31, 2012, as reported to the Reporting Persons on March 6, 2013. This
Schedule 13G amendment is being filed to correct the number of shares of Class A Common Stock outstanding as of December 31, 2012 that was previously reported in our Schedule 13G, filed on February 12, 2013.
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CUSIP No. 985817105
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13G
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Page 3 of 12 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bessemer Venture Partners
Co-Investment L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (SEE INSTRUCTIONS)
(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 EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
2,482,645
*
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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
2,482,645
*
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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
8,679,454
*
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
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11.
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
27.1%*
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12.
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
PN
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*
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Represents shares of Class A Common Stock underlying shares of Class B Common Stock beneficially owned by the Reporting Persons, which shares of Class B Common Stock
are convertible, at the option of the holder, into shares of Class A Common Stock on a 1-for-1 basis (determined in accordance with Rule 13d-3 of the Act). The percentage of shares beneficially owned as set forth in row 11 above is based on
23,380,283 shares of Class A Common Stock of the Issuer outstanding as of December 31, 2012, as reported to the Reporting Persons on March 6, 2013. This Schedule 13G amendment is being filed to correct the number of shares of Class A Common Stock
outstanding as of December 31, 2012 that was previously reported in our Schedule 13G, filed on February 12, 2013.
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CUSIP No. 985817105
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13G
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Page 4 of 12 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bessemer Venture Partners VI
Institutional L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (SEE INSTRUCTIONS)
(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 EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
145,802
*
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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
145,802
*
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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
8,679,454
*
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
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11.
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
27.1%*
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12.
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
PN
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*
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Represents shares of Class A Common Stock underlying shares of Class B Common Stock beneficially owned by the Reporting Persons, which shares of Class B Common Stock
are convertible, at the option of the holder, into shares of Class A Common Stock on a 1-for-1 basis (determined in accordance with Rule 13d-3 of the Act). The percentage of shares beneficially owned as set forth in row 11 above is based on
23,380,283 shares of Class A Common Stock of the Issuer outstanding as of December 31, 2012, as reported to the Reporting Persons on March 6, 2013. This Schedule 13G amendment is being filed to correct the number of shares of Class A Common Stock
outstanding as of December 31, 2012 that was previously reported in our Schedule 13G, filed on February 12, 2013.
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CUSIP No. 985817105
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13G
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Page 5 of 12 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bessemer Venture Partners VI
L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (SEE INSTRUCTIONS)
(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 EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
6,051,007
*
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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
6,051,007
*
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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
8,679,454
*
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
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11.
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
27.1%*
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12.
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
PN
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*
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Represents shares of Class A Common Stock underlying shares of Class B Common Stock beneficially owned by the Reporting Persons, which shares of Class B Common Stock
are convertible, at the option of the holder, into shares of Class A Common Stock on a 1-for-1 basis (determined in accordance with Rule 13d-3 of the Act). The percentage of shares beneficially owned as set forth in row 11 above is based on
23,380,283 shares of Class A Common Stock of the Issuer outstanding as of December 31, 2012, as reported to the Reporting Persons on March 6, 2013. This Schedule 13G amendment is being filed to correct the number of shares of Class A Common Stock
outstanding as of December 31, 2012 that was previously reported in our Schedule 13G, filed on February 12, 2013.
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CUSIP No. 985817105
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13G
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Page
6
of 12 Pages
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Item 1(a). Name of Issuer:
Yelp Inc. (the Issuer)
Item 1(b). Address of Issuers Principal
Executive Offices:
706 Mission St., San Francisco, California 94103
Item 2(a). Name of Person Filing:
This statement is being filed by the following
persons with respect to certain shares (the Shares) of Class A Common Stock of the Issuer. Bessemer Venture Partners Co-Investment L.P. (BVP Co-Invest), Bessemer Venture Partners VI Institutional L.P. (BVP VI
Institutional) and Bessemer Venture Partners VI L.P. (BVP VI and, collectively, the Funds) directly own shares of Class B Common Stock, which are convertible on a one-to-one basis at the option of the holder into shares
of Class A Common Stock.
(a) Deer VI & Co. LLC (Deer VI), the sole general partner of each of the
Funds;
(b) BVP Co-Invest, which owns 2,482,645 Shares;
(c) BVP VI Institutional, which owns 145,802 Shares; and
(d) BVP VI, which owns 6,051,007 Shares.
Deer VI, BVP Co-Invest, BVP VI Institutional and BVP VI
are sometimes individually referred to herein as a Reporting Person and collectively as the Reporting Persons.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of the Reporting Persons:
c/o Bessemer
Venture Partners
1865 Palmer Avenue; Suite 104
Larchmont, NY 10583
Item 2(c). Citizenship:
Deer VI Delaware
BVP Co-Invest
Delaware
BVP VI Institutional Delaware
BVP VI Delaware
Item 2(d). Title of Class of Securities:
Class A Common Stock, $0.000001 par value
Item 2(e). CUSIP Number:
985817105
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CUSIP No. 985817105
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13G
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Page
7
of 12 Pages
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Item 3.
Not Applicable.
Item 4. Ownership.
The Reporting Persons hold shares of Class B Common Stock. Each
share of Class B Common Stock is convertible on a one-to-one basis at the option of the holder into a share of Class A Common Stock.
For Deer VI:
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(a)
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Amount beneficially owned: 8,679,454 shares of Class A Common Stock
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(b)
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Percent of class: 27.1%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote: 8,679,454
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(ii)
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Shared power to vote or to direct the vote: 0
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(iii)
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Sole power to dispose or to direct the disposition of: 8,679,454
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(iv)
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Shared power to dispose or to direct the disposition of: 0
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For BVP Co-Invest:
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(a)
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Amount beneficially owned: 8,679,454 shares of Class A Common Stock
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(b)
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Percent of class: 27.1%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote: 2,482,645
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(ii)
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Shared power to vote or to direct the vote: 0
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(iii)
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Sole power to dispose or to direct the disposition of: 2,482,645
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(iv)
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Shared power to dispose or to direct the disposition of: 0
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For BVP VI Institutional:
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(a)
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Amount beneficially owned: 8,679,454 shares of Class A Common Stock
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(b)
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Percent of class: 27.1%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote: 145,802
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(ii)
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Shared power to vote or to direct the vote: 0
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CUSIP No. 985817105
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13G
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Page
8
of 12 Pages
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(iii)
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Sole power to dispose or to direct the disposition of: 145,802
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(iv)
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Shared power to dispose or to direct the disposition of: 0
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For BVP VI:
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(a)
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Amount beneficially owned: 8,679,454 shares of Class A Common Stock
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(b)
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Percent of class: 27.1%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote: 6,051,007
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(ii)
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Shared power to vote or to direct the vote: 0
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(iii)
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Sole power to dispose or to direct the disposition of: 6,051,007
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(iv)
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Shared power to dispose or to direct the disposition of: 0
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Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
As the general partner of the Funds, Deer VI may be deemed to beneficially own all 8,679,454 Shares held directly by the Funds and have
the power to direct the dividends from or the proceeds of the sale of such Shares.
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Exhibit 2 sets forth information regarding the identity of members of a group. The Reporting Persons disclaim membership in a group and this report shall not be deemed an admission by any of the Reporting
Persons that they are or may be members of a group for purposes of Rule 13d-5 or for any other purpose.
Item 9. Notice of
Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
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CUSIP No. 985817105
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13G
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Page
9
of 12 Pages
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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: March 12, 2013
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DEER VI & CO. LLC
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By:
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/s/ J. Edmund Colloton
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Name: J. Edmund Colloton
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Title: Executive Manager
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BESSEMER VENTURE PARTNERS CO-INVESTMENT L.P.
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By:
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Deer VI & Co. LLC, General Partner
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By:
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/s/ J. Edmund Colloton
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Name: J. Edmund Colloton
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Title: Executive Manager
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BESSEMER VENTURE PARTNERS VI INSTITUTIONAL L.P.
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By:
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Deer VI & Co. LLC, General Partner
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By:
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/s/ J. Edmund Colloton
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Name: J. Edmund Colloton
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Title: Executive Manager
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BESSEMER VENTURE PARTNERS VI L.P.
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By:
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Deer VI & Co. LLC, General Partner
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By:
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/s/ J. Edmund Colloton
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Name: J. Edmund Colloton
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Title: Executive Manager
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CUSIP No. 985817105
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13G
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Page
10
of 12 Pages
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EXHIBIT INDEX
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Exhibit 1.
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Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended
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Exhibit 2.
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List of Members of Group
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CUSIP No. 985817105
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13G
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Page
11
of 12 Pages
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Exhibit 1
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
The undersigned acknowledge and agree that
the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional
joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be
responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
Date: March 12, 2013
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DEER VI & CO. LLC
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By:
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/s/ J. Edmund Colloton
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Name: J. Edmund Colloton
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Title: Executive Manager
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BESSEMER VENTURE PARTNERS CO-INVESTMENT L.P.
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By:
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Deer VI & Co. LLC, General Partner
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By:
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/s/ J. Edmund Colloton
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Name: J. Edmund Colloton
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Title: Executive Manager
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BESSEMER VENTURE PARTNERS VI INSTITUTIONAL L.P.
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By:
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Deer VI & Co. LLC, General Partner
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By:
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/s/ J. Edmund Colloton
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Name: J. Edmund Colloton
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Title: Executive Manager
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BESSEMER VENTURE PARTNERS VI L.P.
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By:
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Deer VI & Co. LLC, General Partner
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By:
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/s/ J. Edmund Colloton
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Name: J. Edmund Colloton
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Title: Executive Manager
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CUSIP No. 985817105
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13G
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Page
12
of 12 Pages
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Exhibit 2
Members of Group
Deer VI & Co. LLC
Bessemer Venture Partners Co-Investment L.P.
Bessemer Venture Partners VI Institutional L.P.
Bessemer Venture Partners VI L.P.