YELP INC — Major Shareholding Notification 2017

Feb 14, 2017

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549

SCHEDULE 13G

U NDER THE S ECURITIES E XCHANGE A CT OF 1934 (Amendment No. 5)*

Yelp Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
985817105
(CUSIP Number)
December 31, 2016
(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 |
| --- | --- |
| | 6,178,290 shares (1) |
| 6. | Shared Voting Power |
| | Not
applicable. |
| 7. | Sole
Dispositive Power |
| | 6,178,290 shares (1) |
| 8. | Shared Dispositive Power |
| | Not
applicable. |

| 9. | Aggregate Amount Beneficially Owned by Each
Reporting Person | |
| --- | --- | --- |
| | 6,178,290 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 | |
| | 7.5% (2) | |
| 12. | Type
of Reporting Person (see instructions) | |
| | IN | |

| (1) | Consists of (a) 2,493,980 shares of Common Stock issuable to Mr. Stoppelman pursuant to stock options exercisable within 60 days
of December 31, 2016 and (b) 3,684,310 shares of Common Stock held of record by The Jeremy Stoppelman Revocable Trust, over
which Mr. Stoppelman retains sole voting and dispositive power. |
| --- | --- |
| (2) | Based on 79,429,833 shares of Common Stock outstanding on December 31, 2016. |

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 |
| --- | --- |
| | 3,684,310 shares (3) |
| 6. | Shared Voting Power |
| | Not
applicable. |
| 7. | Sole
Dispositive Power |
| | 3,684,310 shares (3) |
| 8. | Shared Dispositive Power |
| | Not
applicable. |

| 9. | Aggregate Amount Beneficially Owned by Each Reporting
Person | |
| --- | --- | --- |
| | 3,684,310 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 | |
| | 4.6% (2) | |
| 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 Common Stock held of record by the Trust. Mr. Stoppelman retains sole voting and dispositive power over these shares.

| 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: 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: 6,178,290 shares (1) — Percent of
Class: 7.5% (2) | | |
| --- | --- | --- | --- |
| (c) | Number of
shares as to which the person has: | | |
| | (i) | Sole power
to vote or to direct the vote: | |
| | | (1) | Mr. Stoppelman:
6,178,290 shares (1) |
| | | (2) | Trust: 3,684,310 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: 6,178,290 shares (1) |
| | | (2) | Trust: 3,684,310 shares (3) |
| | (iv) | Shared power to dispose or to direct the
disposition of: Not applicable. | |

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 14, 2017
Date
The
Jeremy Stoppelman Revocable Trust
/s/ Jeremy Stoppelman
Jeremy Stoppelman, Trustee
February 14, 2017
Date