Amended Statement of Ownership (sc 13g/a)
February 17 2015 - 4:31PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, DC 20549
SCHEDULE
13G
UNDER THE SECURITIES EXCHANGE
ACT OF 1934
(Amendment No. 3)*
Yelp Inc. |
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(Name of Issuer) |
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Class A 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, 2014 |
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(Date of Event Which Requires Filing of this
Statement) |
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
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☐ |
Rule
13d-1(b) |
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☐ |
Rule 13d-1(c) |
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☒ |
Rule13d-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).
CUSIP No. 985817105
1. |
Names of Reporting Persons |
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Max Levchin |
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2. |
Check the Appropriate Box if a Member of a Group (see
instructions) |
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(a) ☐ |
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(b)
☐ |
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3. |
SEC USE ONLY |
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4. |
Citizenship or Place of Organization |
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United States |
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Number of Shares Beneficially Owned
by Each Reporting Person With: |
5. |
Sole Voting
Power |
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4,696,794 shares(1) |
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6. |
Shared Voting
Power |
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Not applicable. |
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7. |
Sole Dispositive Power |
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4,696,794 shares(1) |
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8. |
Shared Dispositive Power |
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Not applicable. |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting
Person |
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4,696,794 shares(1) |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(see instructions) ☐ |
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11. |
Percent of Class Represented by Amount in
Row 9 |
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6.9%(2) |
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12. |
Type of Reporting Person (see
instructions) |
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IN |
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(1) |
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Consists of (a)
2,005,037 shares of Class B Common Stock held of record by Mr. Levchin and
(b) 2,691,757 shares of Class B Common Stock held of record by PENSCO
Trust Company FBO Max Levchin. 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 and
Class B Common Stock will convert automatically into 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. |
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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), (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 or (iii) upon such
date as is specified by the affirmative vote or written consent of the
holders of at least 66 2/3% of the outstanding shares of Class B Common
Stock. |
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(2) |
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Based on 63,062,071 shares of
Class A Common Stock outstanding on December 31, 2014, as reported by the
Issuer to the Reporting Person, plus the number of shares of Class B
Common Stock held by the Reporting Person or affiliates of the Reporting
Person, which are treated as converted into Class A Common Stock only for
the purpose of computing percentage ownership of the Reporting
Person. |
Item 1(a). |
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Name
of Issuer: Yelp Inc. |
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Item 1(b). |
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Address of Issuers Principal Executive
Offices: 140 New Montgomery Street, San Francisco, CA 94105 |
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Item 2(a). |
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Name
of Person Filing: Max Levchin |
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Item 2(b). |
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Address of Principal Business Office or, if
none, Residence: The address and principal business office of
the Mr. Levchin is: |
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325
Pacific Ave., 2nd Floor |
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San
Francisco, CA 94111 |
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Item 2(c). |
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Citizenship: Mr. Levchin is a United States
citizen. |
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Item 2(d). |
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Title of Class of Securities: Class A Common
Stock |
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Item 2(e). |
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CUSIP Number: 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: |
(a) |
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Broker or dealer registered under Section 15
of the Act (15 U.S.C. 78o); |
(b) |
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Bank as defined in section 3(a)(6) of the
Act (15 U.S.C. 78c); |
(c) |
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Insurance company as defined in section
3(a)19) of the Act (15 U.S.C. 78c); |
(d) |
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Investment company registered under section
8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
(e) |
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An investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E); |
(f) |
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An employee benefit plan or endowment fund
in accordance with §240.13d-1(b)(1)(ii)(F); |
(g) |
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A parent holding company or control person
in accordance with §240.13d-1(b)(1)(ii)(G); |
(h) |
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A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
(i) |
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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 (15 U.S.C. 80a-3); |
(j) |
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A non-U.S. institution in accordance with
§240.13d1(b)(1)(ii)(J); |
(k) |
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Group, in accordance with
§240.13d1(b)(1)(ii)(K). |
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If filing as a non-U.S. institution in
accordance with §240.13d1(b)(1)(ii)(J), please specify the type of
institution: ____ |
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Item 4. |
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Ownership |
Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
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(a) |
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Amount
Beneficially Owned: 4,696,794 shares(1) |
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(b) |
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Percent of
Class: 6.9%(3) |
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(c) |
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Number of
shares as to which the person has: |
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(i) |
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Sole power to vote or
to direct the vote: Mr. Levchin: 4,696,794
shares(1) |
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(ii) |
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Shared power to vote
or to direct the vote: Not applicable. |
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(iii) |
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Sole power to dispose
or to direct the disposition of: Mr. Levchin: 4,696,794
shares(1) |
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(iv) |
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Shared power to
dispose or to direct the disposition of: Not
applicable. |
(3) |
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Based on 63,062,071
shares of Class A Common Stock outstanding on December 31, 2014, as
reported by the Issuer to the Reporting Person, plus the number of shares
of Class B Common Stock held by the Reporting Person or affiliates of the
Reporting Person, which are treated as converted into Class A Common Stock
only for the purpose of computing percentage ownership of the Reporting
Person. |
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Assuming conversion
of all of the Issuers Class B Common Stock outstanding on December 31,
2014 into Class A Common Stock, the Reporting Person listed in Item 4
would hold 6.4% of the total outstanding shares of the Issuer. This
percentage is based on the combined total of 72,920,582 outstanding shares
as of December 31, 2014, which represents 63,062,071 shares of Class A
Common Stock and 9,858,511 shares of Class B Common
Stock. |
Item 5.
Ownership of 5 Percent or Less
of a Class
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 5 percent of the class of
securities, check the following ☐.
Item 6.
Ownership of More than 5
Percent on Behalf of Another Person
Not applicable.
Item 7. |
Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company or Control
Person. |
Not applicable.
Item 8.
Identification and
Classification of Members of the Group
Not applicable.
Item 9.
Notice of Dissolution of a
Group
Not applicable.
Item 10.
Certification
Not applicable.
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.
/s/ Max Levchin |
Max
Levchin |
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February 17, 2015 |
Date |
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