YELP INC — Major Shareholding Notification 2014

Feb 12, 2014

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. 1)*

| Yelp
Inc. |
| --- |
| (Name of Issuer) |
| Class A Common
Stock |
| (Title of Class of Securities) |
| 985817105 |
| (CUSIP Number) |
| December 31,
2013 |
| (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 19 Pages

Exhibit Index Contained on Page 18

Field: Page; Sequence: 1

Field: /Page

CUSIP NO. 985817105 13 G Page 2 of 19

| 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 764,644 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”), Mitchell H. Lasky (“Lasky”) 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 764,644 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, Lasky 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 | 764,644 |
| --- | --- | --- |
| 10 | CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 9 | 1.3% |
| 12 | TYPE
OF REPORTING PERSON | PN |

1 Represents 764,644 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.

Field: Page; Sequence: 2

Field: /Page

CUSIP NO. 985817105 13 G Page 3 of 19

| 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 93,697 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, Lasky 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 93,697 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, Lasky 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 | 93,697 |
| --- | --- | --- |
| 10 | CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 9 | 0.2% |
| 12 | TYPE
OF REPORTING PERSON | PN |

2 Represents 93,697 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.

Field: Page; Sequence: 3

Field: /Page

CUSIP NO. 985817105 13 G Page 4 of 19

| 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 17,939 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, Lasky 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 17,939 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, Lasky 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 | 17,939 |
| --- | --- | --- |
| 10 | CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 9 | 0.0% |
| 12 | TYPE
OF REPORTING PERSON | PN |

3 Represents 17,939 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.

Field: Page; Sequence: 4

Field: /Page

CUSIP NO. 985817105 13 G Page 5 of 19

| 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 14,117 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, Lasky 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 14,117 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, Lasky 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 | 14,117 |
| --- | --- | --- |
| 10 | CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 9 | 0.0% |
| 12 | TYPE
OF REPORTING PERSON | PN |

4 Represents 14,117 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.

Field: Page; Sequence: 5

Field: /Page

CUSIP NO. 985817105 13 G Page 6 of 19

| 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 1,000,000 shares 5 , of which 764,644 are directly owned by BCP V, 93,697
are directly owned by BFF V, 17,939 are directly owned by BFF V-A, 14,117 are
directly owned by BFF V-B and 109,603 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, Lasky 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 61,000,000 shares 5 , of which 764,644 are directly owned by BCP V, 93,697 are
directly owned by BFF V, 17,939 are directly owned by BFF V-A, 14,117 are directly owned by BFF V-B and 109,603
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, Lasky 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 | 1,000,000 |
| --- | --- | --- |
| 10 | CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 9 | 1.7% |
| 12 | TYPE
OF REPORTING PERSON | OO |

5 Represents 1,000,000 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.

Field: Page; Sequence: 6

Field: /Page

CUSIP NO. 985817105 13 G Page 7 of 19

| 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 316,710 shares |
| --- | --- |
| 6 | SHARED
VOTING POWER 1,000,000 shares 6 , of which 764,644 are directly owned by BCP V, 93,697 are directly
owned by BFF V, 17,939 are directly owned by BFF V-A, 14,117 are directly owned by BFF V-B and 109,603 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 316,710 shares |
| 8 | SHARED
DISPOSITIVE POWER 1,000,000 shares 6 , of which 764,644 are directly owned by BCP V, 93,697 are directly
owned by BFF V, 17,939 are directly owned by BFF V-A, 14,117 are directly owned by BFF V-B and 109,603 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 | 1,316,710 |
| --- | --- | --- |
| 10 | CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 9 | 2.2% |
| 12 | TYPE
OF REPORTING PERSON | IN |

6 Represents 1,000,000 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.

Field: Page; Sequence: 7

Field: /Page

CUSIP NO. 985817105 13 G Page 8 of 19

| 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 |

| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER 99,145 shares |
| --- | --- |
| 6 | SHARED
VOTING POWER 1,000,000 shares 7 , of which 764,644 are directly owned by BCP V,
93,697 are directly owned by BFF V, 17,939 are directly owned by BFF V-A, 14,117 are directly
owned by BFF V-B and 109,603 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 99,145 shares |
| 8 | SHARED
DISPOSITIVE POWER 1,000,000 shares 7 , of which 764,644 are directly owned by BCP V, 93,697 are
directly owned by BFF V, 17,939 are directly owned by BFF V-A, 14,117 are directly owned by BFF V-B and 109,603
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 | 1,099,145 |
| --- | --- | --- |
| 10 | CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 9 | 1.9% |
| 12 | TYPE
OF REPORTING PERSON | IN |

7 Represents 1,000,000 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.

Field: Page; Sequence: 8

Field: /Page

CUSIP NO. 985817105 13 G Page 9 of 19

| 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 |

| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER 102,378 shares |
| --- | --- |
| 6 | SHARED
VOTING POWER 1,000,000 shares 8 , of which 764,644 are directly owned by BCP V, 93,697 are
directly owned by BFF V, 17,939 are directly owned by BFF V-A, 14,117 are directly owned by BFF V-B and 109,603
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 102,378 shares |
| 8 | SHARED
DISPOSITIVE POWER 1,000,000 shares 8 , of which 764,644 are directly owned by BCP V, 93,697 are
directly owned by BFF V, 17,939 are directly owned by BFF V-A, 14,117 are directly owned by BFF V-B and 109,603
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 | 1,102,378 |
| --- | --- | --- |
| 10 | CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 9 | 1.9% |
| 12 | TYPE
OF REPORTING PERSON | IN |

8 Represents 1,000,000 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.

Field: Page; Sequence: 9

Field: /Page

CUSIP NO. 985817105 13 G Page 10 of 19

| 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 |

| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER 80,756 shares |
| --- | --- |
| 6 | SHARED
VOTING POWER 1,000,000 shares 9 , of which 764,644 are directly owned by BCP V, 93,697 are
directly owned by BFF V, 17,939 are directly owned by BFF V-A, 14,117 are directly owned by BFF V-B and 109,603
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 80,756 shares |
| 8 | SHARED
DISPOSITIVE POWER 1,000,000 shares 9 , of which 764,644 are directly owned by BCP V, 93,697 are
directly owned by BFF V, 17,939 are directly owned by BFF V-A, 14,117 are directly owned by BFF V-B and 109,603
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 | 1,080,756 |
| --- | --- | --- |
| 10 | CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 9 | 1.8% |
| 12 | TYPE
OF REPORTING PERSON | IN |

9 Represents 1,000,000 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.

Field: Page; Sequence: 10

Field: /Page

CUSIP NO. 985817105 13 G Page 11 of 19

| 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 |

| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER 154,086 shares |
| --- | --- |
| 6 | SHARED
VOTING POWER 1,000,000 shares 10 , of which 764,644 are directly owned by BCP V, 93,697 are
directly owned by BFF V, 17,939 are directly owned by BFF V-A, 14,117 are directly owned by BFF V-B and 109,603
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 154,086 shares |
| 8 | SHARED
DISPOSITIVE POWER 1,000,000 shares 10 , of which 764,644 are directly owned by BCP V, 93,697 are
directly owned by BFF V, 17,939 are directly owned by BFF V-A, 14,117 are directly owned by BFF V-B and 109,603
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 | 1,154,086 |
| --- | --- | --- |
| 10 | CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 9 | 2.0% |
| 12 | TYPE
OF REPORTING PERSON | IN |

10 Represents 1,000,000 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.

Field: Page; Sequence: 11

Field: /Page

CUSIP NO. 985817105 13 G Page 12 of 19

| 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 |

| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER 297,545 shares |
| --- | --- |
| 6 | SHARED
VOTING POWER 1,000,000 shares 11 , of which 764,644 are directly owned by BCP V, 93,697 are
directly owned by BFF V, 17,939 are directly owned by BFF V-A, 14,117 are directly owned by BFF V-B and 109,603
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 297,545 shares |
| 8 | SHARED
DISPOSITIVE POWER 1,000,000 shares 11 , of which 764,644 are directly owned by BCP V, 93,697 are directly
owned by BFF V, 17,939 are directly owned by BFF V-A, 14,117 are directly owned by BFF V-B and 109,603 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 | 1,297,545 |
| --- | --- | --- |
| 10 | CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 9 | 2.2% |
| 12 | TYPE
OF REPORTING PERSON | IN |

11 Represents 1,000,000 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.

Field: Page; Sequence: 12

Field: /Page

CUSIP NO. 985817105 13 G Page 13 of 19

| 1 | NAME OF REPORTING
PERSON Mitchell H. Lasky |
| --- | --- |
| 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 14,839 shares |
| --- | --- |
| 6 | SHARED
VOTING POWER 1,000,000 shares 12 , of which 764,644 are directly owned by BCP V, 93,697 are
directly owned by BFF V, 17,939 are directly owned by BFF V-A, 14,117 are directly owned by BFF V-B and 109,603
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 Lasky, a member of BCMC V, may be deemed to have shared power to vote these
shares. |
| 7 | SOLE
DISPOSITIVE POWER 14,839 shares |
| 8 | SHARED
DISPOSITIVE POWER 1,000,000 shares 12 , of which 764,644 are directly owned by BCP V, 93,697 are
directly owned by BFF V, 17,939 are directly owned by BFF V-A, 14,117 are directly owned by BFF V-B and 109,603
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 Lasky, 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 | 1,014,839 |
| --- | --- | --- |
| 10 | CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 9 | 1.7% |
| 12 | TYPE
OF REPORTING PERSON | IN |

12 Represents 1,000,000 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.

Field: Page; Sequence: 13

Field: /Page

CUSIP NO. 985817105 13 G Page 14 of 19

| 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 |

| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER 10,513 shares |
| --- | --- |
| 6 | SHARED
VOTING POWER 1,000,000 shares 13 , of which 764,644 are directly owned by BCP V, 93,697 are
directly owned by BFF V, 17,939 are directly owned by BFF V-A, 14,117 are directly owned by BFF V-B and 109,603
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 10,513 shares |
| 8 | SHARED
DISPOSITIVE POWER 1,000,000 shares 13 , of which 764,644 are directly owned by BCP V, 93,697 are
directly owned by BFF V, 17,939 are directly owned by BFF V-A, 14,117 are directly owned by BFF V-B and 109,603
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 | 1,010,513 |
| --- | --- | --- |
| 10 | CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 9 | 1.7% |
| 12 | TYPE
OF REPORTING PERSON | IN |

13 Represents 1,000,000 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.

Field: Page; Sequence: 14

Field: /Page

CUSIP NO. 985817105 13 G Page 15 of 19

This Amendment No. 1 amends and restates in its entirety the Schedule 13G previously 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”), Mitchell H. Lasky (“Lasky”) and Steven M. Spurlock (“Spurlock”) (together with all prior and current amendments thereto, this “Schedule 13G”).

ITEM 1 (A). NAME OF ISSUER

Yelp Inc.

ITEM 1(B). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

140 New Montgomery Street

9 th Floor

San Francisco, CA 94105

ITEM 2(A). NAME OF PERSONS FILING

This Statement is filed by BCP V, BFF V, BFF V-A, BFF V-B, BCMC V, Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and 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, Lasky 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

2965 Woodside Road

Woodside, California 94062

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, Lasky 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 .

ITEM 4. OWNERSHIP

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

Field: Page; Sequence: 15

Field: /Page

CUSIP NO. 985817105 13 G Page 16 of 19

(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

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 Yes

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

Please see Item 5.

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.

Field: Page; Sequence: 16

Field: /Page

CUSIP NO. 985817105 13 G Page 17 of 19

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 12, 2014

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:
Steven M. Spurlock
Managing Member

ALEXANDRE BALKANSKI
BRUCE W. DUNLEVIE
PETER FENTON
J. WILLIAM GURLEY
KEVIN R. HARVEY
ROBERT C. KAGLE
MITCHELL H. LASKY
STEVEN M. SPURLOCK

By:
Steven M. Spurlock
Attorney-in-Fact*

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

Field: Page; Sequence: 17

Field: /Page

CUSIP NO. 985817105 13 G Page 18 of 19

EXHIBIT INDEX

	Found on Sequentially
Exhibit	Numbered Page
Exhibit A: Agreement of Joint Filing	19

Field: Page; Sequence: 18

Field: /Page

CUSIP NO. 985817105 13 G Page 19 of 19

exhibit A

Agreement of Joint Filing

The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Class A Common Stock of Yelp Inc. shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filings are already on file with the appropriate agencies.

Field: Page; Sequence: 19; Options: Last

Field: /Page