Statement of Ownership (sc 13g)
February 12 2014 - 3:51PM
Edgar (US Regulatory)
UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No. ___)*
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Yelp Inc.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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985817105
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(CUSIP Number)
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December 31, 2013
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting persons 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
).
SCHEDULE 13G
1
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Names of Reporting Persons
Passport Global Master Fund SPC Ltd for and on behalf of Portfolio A – Global Strategy
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2
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Check the appropriate box if a
member of a Group (see instructions)
(a) [ ]
(b) [ ]
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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
British Virgin Islands
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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
0
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6
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Shared Voting Power
571,840 (See Item 2)
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
571,840 (See Item 2)
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9
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Aggregate Amount Beneficially
Owned by Each Reporting Person
571,840
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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)
1.0%
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12
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Type of Reporting Person (See
Instructions)
CO
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Page 2 of 12
SCHEDULE 13G
1
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Names of Reporting Persons
Passport Special Opportunities Master Fund, 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) [ ]
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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
British Virgin Islands
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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
0
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6
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Shared Voting Power
500,000 (See Item 2)
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
500,000 (See Item 2)
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9
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Aggregate Amount Beneficially
Owned by Each Reporting Person
500,000
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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)
0.9%
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12
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Type of Reporting Person (See
Instructions)
PN
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Page 3 of 12
SCHEDULE 13G
1
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Names of Reporting Persons
Passport Holdings, LLC
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2
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Check the appropriate box if a
member of a Group (see instructions)
(a) [ ]
(b) [ ]
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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
0
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6
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Shared Voting Power
500,000 (See Item 2)
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
500,000 (See Item 2)
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9
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Aggregate Amount Beneficially
Owned by Each Reporting Person
500,000
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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)
0.9%
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12
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Type of Reporting Person (See
Instructions)
OO
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Page 4 of 12
SCHEDULE 13G
1
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Names of Reporting Persons
Passport Capital, LLC
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2
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Check the appropriate box if a
member of a Group (see instructions)
(a) [ ]
(b) [ ]
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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:
|
5
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Sole Voting Power
0
|
6
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Shared Voting Power
1,071,840 (See Item 2)
|
7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
1,071,840 (See Item 2)
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9
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Aggregate Amount Beneficially
Owned by Each Reporting Person
1,071,840
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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)
1.9%
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12
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Type of Reporting Person (See
Instructions)
IA
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Page 5 of 12
SCHEDULE 13G
1
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Names of Reporting Persons
John H. Burbank III
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2
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Check the appropriate box if a
member of a Group (see instructions)
(a) [ ]
(b) [ ]
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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
United States of America
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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
0
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6
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Shared Voting Power
1,071,840 (See Item 2)
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
1,071,840 (See Item 2)
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9
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Aggregate Amount Beneficially
Owned by Each Reporting Person
1,071,840
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10
|
Check box if the aggregate amount
in row (9) excludes certain shares (See Instructions)
[
]
|
11
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Percent of class represented by
amount in row (9)
1.9%
|
12
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Type of Reporting Person (See
Instructions)
IN
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Page 6 of 12
Item 1.
(a)
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Name of Issuer:
Yelp Inc.
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(b)
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Address of Issuers Principal Executive
Offices:
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140 New Montgomery Street, 9
th
Floor
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San Francisco, CA 94105
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Item 2.
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Name of Person Filing:
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Passport Global Master Fund SPC
Ltd for and on behalf of Portfolio A Global Strategy (Fund I);
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Passport Special Opportunities
Master Fund, L.P. (Fund II, together with Fund I, the Funds);
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Passport Holdings, LLC (Passport
Holdings);
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Passport Capital, LLC (Passport
Capital); and
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John H. Burbank III (Burbank,
together with Fund I, Fund II, Passport Holdings and Passport Capital, the
Reporting Persons).
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Burbank is the sole managing
member of Passport Capital and Passport Holdings. Passport Holdings is the
General Partner of Fund II. Passport Capital is the investment manager of
the Funds. Under the terms of the relevant investment management
agreements, Passport Capital has the right to dispose of and vote the
shares owned of record by the Funds. As a result, each of Passport
Holdings, Passport Capital and Burbank may be considered to share (i) the
power to vote or direct the vote of and (ii) the power to dispose or
direct the disposition of, the shares owned of record by the Funds. This
statement on Schedule 13G shall not be construed as an admission that any
of the Reporting Persons (other than the Funds) is the beneficial owner of
the securities covered by this statement.
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(a)
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Address of Principal Business
Office or, if None, Residence:
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For each Reporting Person:
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c/o Passport Capital, LLC
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One Market Street, Steuart Tower,
Suite 2200
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San Francisco, CA 94105
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(b)
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Citizenship:
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See row 4 of each Reporting Persons
respective cover page.
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(c)
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Title and Class of Securities:
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Common Stock
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(d)
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CUSIP No.:
985817105
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Item 3.
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If this statement is filed
pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the
person filing is a:
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(a)
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[_]
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Broker or dealer registered under Section 15 of
the Act;
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(b)
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[_]
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Bank as defined in Section 3(a)(6) of the Act;
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Page 7 of 12
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(c)
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[_]
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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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[_]
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Investment company registered
under Section 8 of the Investment Company Act of 1940;
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(e)
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[_]
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An investment adviser in
accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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[_]
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An employee benefit plan or
endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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[_]
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A parent holding company or
control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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[_]
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A savings associations as defined
in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[_]
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A church plan that is excluded
from the definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940;
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(j)
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[_]
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A non-U.S. institution in
accordance with Rule 240.13d-1(b)(1)(ii)(J);
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(k)
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[_]
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Group, in accordance with Rule
240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance
with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: _____
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Item 4.
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Ownership
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(a)
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Amount Beneficially Owned:
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See Item 9 of each Reporting Persons
respective cover page.
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(b)
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Percent of Class:
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See Item 11 of each Reporting Persons respective cover
page.
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(c)
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Number of shares as to which such person has:
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See Items 5-8 of each Reporting Persons respective cover
page.
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(i)
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Sole power to vote or to direct the vote:
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(ii)
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Shared power to vote or to direct the vote:
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(iii)
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Sole power to dispose or to direct the disposition
of:
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(iv)
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Shared power to dispose or to direct the disposition
of:
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Item 5.
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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 [ x ].
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Item 6.
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Ownership of more than Five Percent on Behalf of
Another Person.
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Not Applicable.
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Page 8 of 12
Item 7.
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Identification and
classification of the subsidiary which acquired the security being
reported on
by the parent holding company or control person.
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Not Applicable.
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Item 8.
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Identification and
classification of members of the group.
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Not Applicable.
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Item 9.
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Notice of Dissolution of
Group.
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Not Applicable.
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Item 10.
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Certifications.
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By signing below I certify that,
to the best of my knowledge and belief, the securities referred to above
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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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.
Dated: February 11, 2014
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PASSPORT GLOBAL MASTER FUND SPC LTD FOR AND
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ON BEHALF OF PORTFOLIO A GLOBAL STRATEGY
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By: PASSPORT CAPITAL, LLC,
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its
Investment Manager
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By:
/s/ JOHN H. BURBANK III
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John
H. Burbank III,
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Managing
Member
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PASSPORT SPECIAL OPPORTUNITIES MASTER FUND,
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L.P.
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By: PASSPORT CAPITAL, LLC,
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its
Investment Manager
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By:
/s/ JOHN H. BURBANK III
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John
H. Burbank III,
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Managing
Member
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Page 9 of 12
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PASSPORT HOLDINGS, LLC
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By:
/s/ JOHN H.
BURBANK III
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John H. Burbank
III,
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Managing Member
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PASSPORT CAPITAL, LLC
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By:
/s/ JOHN H. BURBANK III
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John H. Burbank
III,
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Managing Member
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JOHN H. BURBANK III
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By:
/s/ JOHN H. BURBANK III
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Page 10 of 12
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)
under the Securities Exchange Act of 1934, as amended, the undersigned agree to
the joint filing on behalf of each of them the statement on Schedule 13G to
which this agreement is attached as an exhibit.
The undersigned further agree
that each party hereto is responsible for the timely filing of such Schedule 13G
and any amendments thereto, and for the completeness and accuracy of the
information concerning such party contained therein; provided, however, that no
party is responsible for the completeness or accuracy of the information
concerning any other party making the filing, unless such party knows or has
reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the parties
have executed this Joint Filing Agreement on
February 11, 2014
.
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PASSPORT GLOBAL MASTER
FUND SPC LTD FOR AND
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ON BEHALF OF PORTFOLIO
A GLOBAL STRATEGY
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By:
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PASSPORT CAPITAL, LLC,
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its Investment Manager
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By:
/s/ JOHN H. BURBANK III
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John H. Burbank III,
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Managing Member
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PASSPORT SPECIAL
OPPORTUNITIES MASTER FUND,
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L.P.
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By:
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PASSPORT CAPITAL, LLC,
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its Investment Manager
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By:
/s/ JOHN H. BURBANK III
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John H. Burbank III,
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Managing Member
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PASSPORT HOLDINGS, LLC
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By:
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/s/ JOHN H. BURBANK III
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John H. Burbank III,
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Managing Member
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Page 11 of 12
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PASSPORT CAPITAL, LLC
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By:
/s/ JOHN H. BURBANK III
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John
H. Burbank III,
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Managing Member
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JOHN H. BURBANK III
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By:
/s/ JOHN H. BURBANK III
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The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).
Page 12 of 12
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