YELP INC — Major Shareholding Notification 2016

Feb 12, 2016

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549

SCHEDULE 13G

U NDER THE S ECURITIES E XCHANGE A CT OF 1934 (Amendment No. 4)*

Yelp Inc.
(Name of Issuer)
Class A Common
Stock
(Title of Class of Securities)
985817105
(CUSIP Number)
December 31, 2015
(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)
☒	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 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 |
| --- | --- |
| | Jeremy Stoppelman |
| 2. | Check the Appropriate Box if a Member of a
Group (see instructions) |
| | (a) ☐ |
| | (b) ☐ |
| 3. | SEC
USE ONLY |
| 4. | Citizenship or Place of
Organization |
| | United States |

| Number
of Shares Beneficially Owned by Each Reporting Person
With: | Sole
Voting Power |
| --- | --- |
| | 6,040,007 shares (1) |
| 6. | Shared Voting Power |
| | Not
applicable. |
| 7. | Sole
Dispositive Power |
| | 6,040,007 shares (1) |
| 8. | Shared Dispositive Power |
| | Not
applicable. |

| 9. | Aggregate Amount Beneficially Owned by Each
Reporting Person | |
| --- | --- | --- |
| | 6,040,007 shares (1) | |
| 10. | Check if the Aggregate Amount in Row (9)
Excludes Certain Shares (see instructions) | ☐ |
| 11. | Percent of Class Represented by Amount in Row
9 | |
| | 8.3% (2) | |
| 12. | Type
of Reporting Person (see instructions) | |
| | IN | |

| (1) | Consists of (a)
452,658 shares of Class A Common Stock issuable to Mr. Stoppelman pursuant
to stock options exercisable within 60 days of December 31, 2015, (b)
1,601,039 shares of Class B Common Stock issuable to Mr. Stoppelman
pursuant to stock options exercisable within 60 days of December 31, 2015
and (c) 3,986,310 shares of Class B Common Stock held of record by The
Jeremy Stoppelman Revocable Trust, over which Mr. Stoppelman retains sole
voting and dispositive power. 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. |
| --- | --- |
| | 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. |
| (2) | Based on 66,535,156
shares of Class A Common Stock outstanding on December 31, 2015. Assumes
conversion of the Reporting Person’s Class B Common Stock into Class A
Common Stock, exercise of Reporting Person’s options exercisable as of or
within 60 days of December 31, 2015 and the conversion of the resulting
shares of Class B Common Stock into Class A Common
Stock. |

CUSIP No. 985817105

| 1. | Names of Reporting
Persons |
| --- | --- |
| | The Jeremy Stoppelman
Revocable Trust (the “Trust”) |
| 2. | Check the Appropriate Box if a
Member of a Group (see instructions) |
| | (a) ☐ |
| | (b) ☐ |
| 3. | SEC USE
ONLY |
| 4. | Citizenship or Place of
Organization |
| | California |

| Number
of Shares Beneficially Owned by Each Reporting Person
With: | Sole
Voting Power |
| --- | --- |
| | 3,986,310 shares (3) |
| 6. | Shared Voting Power |
| | Not
applicable. |
| 7. | Sole
Dispositive Power |
| | 3,986,310 shares (3) |
| 8. | Shared Dispositive Power |
| | Not
applicable. |

| 9. | Aggregate Amount Beneficially Owned by Each Reporting
Person | |
| --- | --- | --- |
| | 3,986,310 shares (3) | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (see instructions) | ☐ |
| 11. | Percent of Class Represented by Amount in Row
9 | |
| | 5.7% (4) | |
| 12. | Type
of Reporting Person (see instructions) | |
| | OO – The Trust is a revocable trust organized under the laws of the
State of California | |

| (3) | Consists of shares of
Class B Common Stock held of record by the Trust. Mr. Stoppelman retains
sole voting and dispositive power over these shares. 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. |
| --- | --- |
| | 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. |
| (4) | Based on 66,535,156
shares of Class A Common Stock outstanding on December 31, 2015. Assumes
conversion of all such Reporting Person’s Class B Common Stock into Class
A Common Stock. |

| Item
1(a). | Name of Issuer: Yelp
Inc. | |
| --- | --- | --- |
| Item
1(b). | Address of Issuer’s
Principal Executive Offices: 140 New Montgomery Street, San Francisco, CA
94105 | |
| Item
2(a). | Name of Person
Filing: | |
| | (i) | Jeremy
Stoppelman |
| | (ii) | The Jeremy
Stoppelman Revocable Trust (the “Trust”) |
| Item 2(b). | Address of Principal
Business Office or, if none, Residence: The address and principal business
office of each Reporting Person is: | |
| | c/o Yelp
Inc. 140 New Montgomery Street San Francisco, CA 94105 | |
| Item
2(c). | Citizenship: Mr.
Stoppelman is a United States citizen. The Trust is organized under the
laws of the State of California. | |
| Item
2(d). | Title of Class of
Securities: Class A Common Stock | |
| Item
2(e). | CUSIP Number:
985817105 | |
| Item
3. | 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) | ☐ | Broker or dealer
registered under Section 15 of the Act (15 U.S.C. 78o); |
| (b) | ☐ | Bank as defined
in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ☐ | Insurance
company as defined in section 3(a)19) of the Act (15 U.S.C. 78c); |
| (d) | ☐ | Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8); |
| (e) | ☐ | An investment adviser
in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ | An employee
benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | ☐ | A parent
holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| (h) | ☐ | A savings
associations as defined in Section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813); |
| (i) | ☐ | 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) | ☐ | A non-U.S.
institution in accordance with §240.13d–1(b)(1)(ii)(J); |
| (k) | ☐ | Group, in
accordance with §240.13d–1(b)(1)(ii)(K). |
| | If filing as a
non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please
specify the type of institution: ____ | |

| 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) — (b) | Amount
Beneficially Owned: 6,040,007 shares (1) — Percent of
Class: 8.3% (5) | | |
| --- | --- | --- | --- |
| (c) | Number of
shares as to which the person has: | | |
| | (i) | Sole power
to vote or to direct the vote: | |
| | | (1) | Mr. Stoppelman:
6,040,007 shares (1) |
| | | (2) | Trust: 3,986,310
shares (3) |
| | (ii) | Shared
power to vote or to direct the vote: | |
| | | Not
applicable. | |
| | (iii) | Sole power
to dispose or to direct the disposition of: | |
| | | (1) | Mr. Stoppelman:
6,040,007 shares (1) |
| | | (2) | Trust: 3,986,310
shares (3) |
| | (iv) | Shared power to dispose or to direct the
disposition of: Not applicable. | |

| (5) |
| --- |
| Assuming conversion
of all of the Issuer’s Class B Common Stock outstanding on December 31,
2015 into Class A Common Stock, the exercise of Reporting Persons’ options
exercisable as of or within 60 days of December 31, 2015 and the
conversion of the resulting shares Class B Common Stock into Class A
Common Stock, the Reporting Persons listed in Item 4 would hold 7.7% of
the total outstanding shares of the Issuer. This percentage is based on
the combined total of 75,982,802 outstanding shares as of December 31,
2015, which represents 66,535,156 shares of Class A Common Stock and
9,447,646 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/ Jeremy Stoppelman
Jeremy Stoppelman
February 12, 2016
Date
The
Jeremy Stoppelman Revocable Trust
/s/ Jeremy Stoppelman
Jeremy Stoppelman, Trustee
February 12, 2016
Date