YELP INC — Major Shareholding Notification 2013

Feb 14, 2013

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)

AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. __ )*

Yelp Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
985817105
(CUSIP Number)
December 31, 2012
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x 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 disclosures provided in a prior cover page.

The information required on 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).

(Continued on following pages)

Page 1 of 18 Pages

Exhibit Index Contained on Page 17

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CUSIP NO. 985817105 13 G Page 2 of 18

1	NAME OF REPORTING PERSON Benchmark Capital Partners V, L.P. (“BCP V”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER 4,898,367 shares 1 , except that Benchmark
Capital Management Co. V, L.L.C. (“BCMC V”), the general partner of BCP V, may be deemed to have sole power
to vote these shares, and Alexandre Balkanski (“Balkanski”), Bruce W. Dunlevie (“Dunlevie”), Peter Fenton
(“Fenton”), J. William Gurley (“Gurley”), Kevin R. Harvey (“Harvey”), Robert C. Kagle (“Kagle”)
and Steven M. Spurlock (“Spurlock”), the members of BCMC V, may be deemed to have shared power to vote these
shares. |
| --- | --- |
| 6 | SHARED VOTING POWER See response to row 5. |
| 7 | SOLE DISPOSITIVE POWER 4,898,367 shares 1 , except that BCMC V, the general
partner of BCP V, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey,
Kagle and Spurlock, the members of BCMC V, may be deemed to have shared power to dispose of these shares. |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,898,367
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 22.4%
12	TYPE OF REPORTING PERSON PN

1 Represents 4,898,367 shares of Class B Common Stock held directly by BCP V. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.

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CUSIP NO. 985817105 13 G Page 3 of 18

1	NAME OF REPORTING PERSON Benchmark Founders’ Fund V, L.P. (“BFF V”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER 600,237 shares 2 , except that BCMC V, the general
partner of BFF V, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey,
Kagle and Spurlock, the members of BCMC V, may be deemed to have shared power to vote these shares. |
| --- | --- |
| 6 | SHARED VOTING POWER See response to row 5. |
| 7 | SOLE DISPOSITIVE POWER 600,237 shares 2 , except that BCMC V, the general
partner of BFF V, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey,
Kagle and Spurlock, the members of BCMC V, may be deemed to have shared power to dispose of these shares. |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 600,237
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES £
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.4%
12	TYPE OF REPORTING PERSON PN

2 Represents 600,237 shares of Class B Common Stock held directly by BFF V. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.

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CUSIP NO. 985817105 13 G Page 4 of 18

1	NAME OF REPORTING PERSON Benchmark Founders’ Fund V-A, L.P. (“BFF V-A”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER 114,923 shares 3 , except that BCMC V, the general
partner of BFF V-A, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle
and Spurlock, the members of BCMC V, may be deemed to have shared power to vote these shares. |
| --- | --- |
| 6 | SHARED VOTING POWER See response to row 5. |
| 7 | SOLE DISPOSITIVE POWER 114,923 shares 3 , except that BCMC V, the general
partner of BFF V-A, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey,
Kagle and Spurlock, the members of BCMC V, may be deemed to have shared power to dispose of these shares. |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 114,923
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES £
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.7%
12	TYPE OF REPORTING PERSON PN

3 Represents 114,923 shares of Class B Common Stock held directly by BFF V-A. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.

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CUSIP NO. 985817105 13 G Page 5 of 18

1	NAME OF REPORTING PERSON Benchmark Founders’ Fund V-B, L.P. (“BFF V-B”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER 90,432 shares 4 , except that BCMC V, the general
partner of BFF V-B, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle
and Spurlock, the members of BCMC V, may be deemed to have shared power to vote these shares. |
| --- | --- |
| 6 | SHARED VOTING POWER See response to row 5. |
| 7 | SOLE DISPOSITIVE POWER 90,432 shares 4 , except that BCMC V, the general
partner of BFF V-B, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey,
Kagle and Spurlock, the members of BCMC V, may be deemed to have shared power to dispose of these shares. |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 90,432
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES £
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.5%
12	TYPE OF REPORTING PERSON PN

4 Represents 90,432 shares of Class B Common Stock held directly by BFF V-B. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.

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CUSIP NO. 985817105 13 G Page 6 of 18

1	NAME OF REPORTING PERSON Benchmark Capital Management Co. V, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER 6,406,084 shares 5 , of which 4,898,367 are directly
owned by BCP V, 600,237 are directly owned by BFF V, 114,923 are directly owned by BFF V-A, 90,432 are directly
owned by BFF V-B and 702,125 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V, the
general partner of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have sole power to vote these shares,
and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Spurlock, the members of BCMC V, may be deemed to have shared power
to vote these shares. |
| --- | --- |
| 6 | SHARED VOTING POWER See response to row 5. |
| 7 | SOLE DISPOSITIVE POWER 6,406,084 shares 5 , of which 4,898,367 are directly
owned by BCP V, 600,237 are directly owned by BFF V, 114,923 are directly owned by BFF V-A, 90,432 are directly
owned by BFF V-B and 702,125 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V, the
general partner of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have sole power to dispose of these
shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Spurlock, the members of BCMC V, may be deemed to have shared
power to dispose of these shares. |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,406,084
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES £
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 27.4%
12	TYPE OF REPORTING PERSON OO

5 Represents 6,406,084 shares of Class B Common Stock. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.

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CUSIP NO. 985817105 13 G Page 7 of 18

1	NAME OF REPORTING PERSON Alexandre Balkanski
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0 shares
6	SHARED VOTING POWER 6,406,084 shares 6 , of which 4,898,367 are directly
owned by BCP V, 600,237 are directly owned by BFF V, 114,923 are directly owned by BFF V-A, 90,432 are directly
owned by BFF V-B and 702,125 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the
general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Balkanski, a member of BCMC V, may be deemed to have
shared power to vote these shares.
7	SOLE DISPOSITIVE POWER 0 shares
8	SHARED DISPOSITIVE POWER 6,406,084 shares 6 , of which 4,898,367 are directly
owned by BCP V, 600,237 are directly owned by BFF V, 114,923 are directly owned by BFF V-A, 90,432 are directly
owned by BFF V-B and 702,125 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the
general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Balkanski, a member of BCMC V, may be deemed to have
shared power to have shared power to dispose of these shares.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,406,084
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES £
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 27.4%
12	TYPE OF REPORTING PERSON IN

6 Represents 6,406,084 shares of Class B Common Stock. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.

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CUSIP NO. 985817105 13 G Page 8 of 18

1	NAME OF REPORTING PERSON Bruce W. Dunlevie
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen

	5	SOLE VOTING POWER 0 shares
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	6	SHARED VOTING POWER 6,406,084 shares 7 , of which 4,898,367 are directly
owned by BCP V, 600,237 are directly owned by BFF V, 114,923 are directly owned by BFF V-A, 90,432 are directly
owned by BFF V-B and 702,125 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the
general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Dunlevie, a member of BCMC V, may be deemed to have
shared power to vote these shares.
	7	SOLE DISPOSITIVE POWER 0 shares
	8	SHARED DISPOSITIVE POWER 6,406,084 shares 7 , of which 4,898,367 are directly
owned by BCP V, 600,237 are directly owned by BFF V, 114,923 are directly owned by BFF V-A, 90,432 are directly
owned by BFF V-B and 702,125 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the
general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Dunlevie, a member of BCMC V, may be deemed to have
shared power to have shared power to dispose of these shares.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,406,084
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES £
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 27.4%
12	TYPE OF REPORTING PERSON IN

7 Represents 6,406,084 shares of Class B Common Stock. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.

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CUSIP NO. 985817105 13 G Page 9 of 18

1	NAME OF REPORTING PERSON Peter Fenton
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen

	5	SOLE VOTING POWER 0 shares
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	6	SHARED VOTING POWER 6,406,084 shares 8 , of which 4,898,367 are directly
owned by BCP V, 600,237 are directly owned by BFF V, 114,923 are directly owned by BFF V-A, 90,432 are directly
owned by BFF V-B and 702,125 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the
general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Fenton, a member of BCMC V, may be deemed to have
shared power to vote these shares.
	7	SOLE DISPOSITIVE POWER 0 shares
	8	SHARED DISPOSITIVE POWER 6,406,084 shares 8 , of which 4,898,367 are directly
owned by BCP V, 600,237 are directly owned by BFF V, 114,923 are directly owned by BFF V-A, 90,432 are directly
owned by BFF V-B and 702,125 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the
general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Fenton, a member of BCMC V, may be deemed to have
shared power to have shared power to dispose of these shares.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,406,084
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES £
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 27.4%
12	TYPE OF REPORTING PERSON IN

8 Represents 6,406,084 shares of Class B Common Stock. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.

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CUSIP NO. 985817105 13 G Page 10 of 18

1	NAME OF REPORTING PERSON J. William Gurley
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen

	5	SOLE VOTING POWER 0 shares
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	6	SHARED VOTING POWER 6,406,084 shares 9 , of which 4,898,367 are directly
owned by BCP V, 600,237 are directly owned by BFF V, 114,923 are directly owned by BFF V-A, 90,432 are directly
owned by BFF V-B and 702,125 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the
general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Gurley, a member of BCMC V, may be deemed to have
shared power to vote these shares.
	7	SOLE DISPOSITIVE POWER 0 shares
	8	SHARED DISPOSITIVE POWER 6,406,084 shares 9 , of which 4,898,367 are directly
owned by BCP V, 600,237 are directly owned by BFF V, 114,923 are directly owned by BFF V-A, 90,432 are directly
owned by BFF V-B and 702,125 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the
general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Gurley, a member of BCMC V, may be deemed to have
shared power to have shared power to dispose of these shares.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,406,084
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES £
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 27.4%
12	TYPE OF REPORTING PERSON IN

9 Represents 6,406,084 shares of Class B Common Stock. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.

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CUSIP NO. 985817105 13 G Page 11 of 18

1	NAME OF REPORTING PERSON Kevin R. Harvey
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen

	5	SOLE VOTING POWER 0 shares
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	6	SHARED VOTING POWER 6,406,084 shares 10 , of which 4,898,367 are directly
owned by BCP V, 600,237 are directly owned by BFF V, 114,923 are directly owned by BFF V-A, 90,432 are directly
owned by BFF V-B and 702,125 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the
general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Harvey, a member of BCMC V, may be deemed to have
shared power to vote these shares.
	7	SOLE DISPOSITIVE POWER 0 shares
	8	SHARED DISPOSITIVE POWER 6,406,084 shares 10 , of which 4,898,367 are directly
owned by BCP V, 600,237 are directly owned by BFF V, 114,923 are directly owned by BFF V-A, 90,432 are directly
owned by BFF V-B and 702,125 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the
general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Harvey, a member of BCMC V, may be deemed to have
shared power to have shared power to dispose of these shares.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,406,084
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES £
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 27.4%
12	TYPE OF REPORTING PERSON IN

10 Represents 6,406,084 shares of Class B Common Stock. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.

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CUSIP NO. 985817105 13 G Page 12 of 18

1	NAME OF REPORTING PERSON Robert C. Kagle
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen

	5	SOLE VOTING POWER 0 shares
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	6	SHARED VOTING POWER 6,406,084 shares 11 , of which 4,898,367 are directly
owned by BCP V, 600,237 are directly owned by BFF V, 114,923 are directly owned by BFF V-A, 90,432 are directly
owned by BFF V-B and 702,125 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the
general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Kagle, a member of BCMC V, may be deemed to have
shared power to vote these shares.
	7	SOLE DISPOSITIVE POWER 0 shares
	8	SHARED DISPOSITIVE POWER 6,406,084 shares 11 , of which 4,898,367 are directly
owned by BCP V, 600,237 are directly owned by BFF V, 114,923 are directly owned by BFF V-A, 90,432 are directly
owned by BFF V-B and 702,125 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the
general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Kagle, a member of BCMC V, may be deemed to have
shared power to have shared power to dispose of these shares.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,406,084
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES £
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 27.4%
12	TYPE OF REPORTING PERSON IN

11 Represents 6,406,084 shares of Class B Common Stock. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.

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CUSIP NO. 985817105 13 G Page 13 of 18

1	NAME OF REPORTING PERSON Steven M. Spurlock
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen

	5	SOLE VOTING POWER 0 shares
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	6	SHARED VOTING POWER 6,406,084 shares 12 , of which 4,898,367 are directly
owned by BCP V, 600,237 are directly owned by BFF V, 114,923 are directly owned by BFF V-A, 90,432 are directly
owned by BFF V-B and 702,125 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the
general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Spurlock, a member of BCMC V, may be deemed to have
shared power to vote these shares.
	7	SOLE DISPOSITIVE POWER 0 shares
	8	SHARED DISPOSITIVE POWER 6,406,084 shares 12 , of which 4,898,367 are directly
owned by BCP V, 600,237 are directly owned by BFF V, 114,923 are directly owned by BFF V-A, 90,432 are directly
owned by BFF V-B and 702,125 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the
general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Spurlock, a member of BCMC V, may be deemed to have
shared power to have shared power to dispose of these shares.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,406,084
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES £
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 27.%
12	TYPE OF REPORTING PERSON IN

12 Represents 6,406,084 shares of Class B Common Stock. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.

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CUSIP NO. 985817105 13 G Page 14 of 18

ITEM 1(A).	NAME OF ISSUER
	Yelp Inc.
ITEM 1(B).	ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
	706 Mission Street
	San Francisco, CA 94103
ITEM 2(A).	NAME OF PERSONS FILING
	This Statement is filed by Benchmark Capital Partners V, L.P., a Delaware limited partnership (“BCP V”), Benchmark Founders’ Fund V, L.P., a Delaware limited partnership (“BFF V”), Benchmark Founders’ Fund V-A, L.P., a Delaware limited partnership (“BFF V-A”), Benchmark Founders’ Fund V-B, L.P., a Delaware limited partnership (“BFF V-B”), Benchmark Capital Management Co. V, L.L.C., a Delaware limited liability company (“BCMC V”), and Alexandre Balkanski (“Balkanski”), Bruce W. Dunlevie (“Dunlevie”), Peter Fenton (“Fenton”), J. William Gurley (“Gurley”), Kevin R. Harvey (“Harvey”), Robert C. Kagle (“Kagle”) and Steven M. Spurlock (“Spurlock”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
	BCMC V, the general partner of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by BCP V, BFF V, BFF V-A and BFF V-B. Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Spurlock are members of BCMC V and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by BCP V, BFF V, BFF V-A and BFF V-B.
ITEM 2(B).	ADDRESS OF PRINCIPAL BUSINESS OFFICE
	The address for each reporting person is:
	Benchmark Capital
	2480 Sand Hill Road, Suite 200
	Menlo Park, California 94025
ITEM 2(C).	CITIZENSHIP
	BCP V, BFF V, BFF V-A and BFF V-B are Delaware limited partnerships. BCMC V is a Delaware limited liability company. Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Spurlock are United States Citizens.
ITEM 2(D) and (E).	TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER
	Class A Common Stock
	CUSIP # 985817105
ITEM 3.	Not Applicable .

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CUSIP NO. 985817105 13 G Page 15 of 18

ITEM 4.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned :

See Row 9 of cover page for each Reporting Person.

(b) Percent of Class :

See Row 11 of cover page for each Reporting Person.

(c) Number of shares as to which such person has :

(i) Sole power to vote or to direct the vote :

See Row 5 of cover page for each Reporting Person.

(ii) Shared power to vote or to direct the vote :

See Row 6 of cover page for each Reporting Person.

(iii) Sole power to dispose or to direct the disposition of :

See Row 7 of cover page for each Reporting Person.

(iv) Shared power to dispose or to direct the disposition of :

See Row 8 of cover page for each Reporting Person.

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
	Under certain circumstances set forth in the limited partnership agreements of BCP V, BFF V, BFF V-A and BFF V-B, and the limited liability company agreement of BCMC V, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be.
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
	Not applicable.
ITEM 9.	NOTICE OF DISSOLUTION OF GROUP
	Not applicable.
ITEM 10.	CERTIFICATION
	Not applicable.

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CUSIP NO. 985817105 13 G Page 16 of 18

SIGNATURES

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: February 13, 2013

BENCHMARK CAPITAL PARTNERS V, L.P., a
Delaware Limited Partnership
BENCHMARK FOUNDERS’ FUND V, L.P., a Delaware
Limited Partnership
BENCHMARK FOUNDERS’ FUND V-A, L.P., a
Delaware Limited Partnership
BENCHMARK FOUNDERS’ FUND V-B, L.P., a
Delaware Limited Partnership
BENCHMARK CAPITAL MANAGEMENT CO. V,
L.L.C., a Delaware Limited Liability Company
By:	/s/ Steven M. Spurlock
	Steven M. Spurlock
	Managing Member
ALEXANDRE BALKANSKI
BRUCE W. DUNLEVIE
PETER FENTON
J. WILLIAM GURLEY
KEVIN R. HARVEY
ROBERT C. KAGLE
STEVEN M. SPURLOCK
By:	/s/ Steven M. Spurlock
	Steven M. Spurlock
	Attorney-in-Fact*

*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

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CUSIP NO. 985817105 13 G Page 17 of 18

EXHIBIT INDEX

	Found on Sequentially
Exhibit	Numbered Page
Exhibit A: Agreement of Joint Filing	18

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CUSIP NO. 985817105 13 G Page 18 of 18

exhibit A

Agreement of Joint Filing

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Yelp Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

Date: February 13, 2013

BENCHMARK CAPITAL PARTNERS V, L.P., a
Delaware Limited Partnership
BENCHMARK FOUNDERS’ FUND V, L.P., a Delaware
Limited Partnership
BENCHMARK FOUNDERS’ FUND V-A, L.P., a
Delaware Limited Partnership
BENCHMARK FOUNDERS’ FUND V-B, L.P., a
Delaware Limited Partnership
BENCHMARK CAPITAL MANAGEMENT CO. V,
L.L.C., a Delaware Limited Liability Company
By:	/s/ Steven M. Spurlock
	Steven M. Spurlock
	Managing Member
ALEXANDRE BALKANSKI
BRUCE W. DUNLEVIE
PETER FENTON
J. WILLIAM GURLEY
KEVIN R. HARVEY
ROBERT C. KAGLE
STEVEN M. SPURLOCK
By:	/s/ Steven M. Spurlock
Steven M. Spurlock
Attorney-in-Fact*

*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

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