SEC Form SC 13G/A filed by Yelp Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

Yelp Inc.

(Name of Issuer)

Common Stock, par value $0.000001

(Title of Class of Securities)

985817105

(CUSIP Number)

December 31, 2021

(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)

x     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

CUSIP No.  985817105

CUSIP No.  985817105

Explanatory Note:

The following constitutes Amendment No. 5 to the joint filing on Schedule 13G by Prescott General Partners LLC (“PGP”), Prescott Investors Profit Sharing Trust (“PIPS”) and Thomas W. Smith originally filed with the Securities and Exchange Commission (the “SEC”) on July 1, 2017, as amended by Amendment No. 1 filed with the SEC on February 14, 2018, Amendment No. 2 filed with the SEC on February 14, 2019, Amendment No. 3 filed with the SEC on February 14, 2020, and Amendment No. 4 filed with the SEC on February 16, 2021 (as amended, the “Schedule 13G”). Unless otherwise indicated, all capitalized terms used herein shall have the meanings given to them in the Schedule 13G.

      Yelp Inc.

      350 Mission Street, 10th Floor

      San Francisco, CA 94105

      (i) PGP

      (iii) PIPS

      (iii) Thomas W. Smith

The joint filing of this statement shall not be deemed to be an admission that the reporting persons (the “Reporting Persons”) comprise a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. The Reporting Persons each disclaim beneficial ownership of the shares reported in this statement in excess of those shares as to which they have or share voting or investment authority.

     The following is the address of the principal business office of each of the Reporting Persons:

      2200 Butts Road, Suite 320

      Boca Raton, FL 33431

PGP is a Delaware limited liability company. PIPS is an employee profit-sharing plan organized under the laws of the State of Delaware. Thomas W. Smith is a United States citizen.

     Common Stock, par value $0.000001 (the “Shares”).

      985817105

      Not applicable.

      If this Statement is filed pursuant to Rule 13d-1(c), check this box [x]

PIPS has the sole power to vote or to direct the vote of and to dispose or to direct the disposition of 141,660 Shares.

Mr. Smith has the sole power to vote or to direct the vote of and to dispose or to direct the disposition of 1,000,000 Shares held by Ridgeview Smith Investments LLC, a limited liability company established by Mr. Smith, the sole member of which is a revocable trust established by Mr. Smith for the benefit of his family.

In his capacity as investment manager for certain managed accounts, Mr. Smith may be deemed to have the shared power to vote or to direct the vote of and to dispose or to direct the disposition of 178,380 Shares. Voting and investment authority over managed accounts established for the benefit of certain family members and friends of Mr. Smith is subject to each beneficiary's right, if so provided, to terminate or otherwise direct the disposition of the managed account.

      Not applicable.

PGP, as the general partner of the Partnerships, may be deemed to beneficially own 3,811,985 Shares held by the Partnerships. The Partnerships have the right to receive dividends from, and the proceeds from the sale of, the Shares held by the Partnerships.

Not applicable.

Not applicable.

Not applicable.

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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.

Date:      February 14, 2022

JOINT FILING AGREEMENT

The undersigned agree that the foregoing Amendment No. 5 to Schedule 13G, dated February 14, 2022, is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k).

Date:      February 14, 2022