Sec Form 4 Filing - Donaker Geoffrey L @ YELP INC - 2016-09-22

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Donaker Geoffrey L 2. Issuer Name and Ticker or Trading Symbol YELP INC [ YELP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O YELP INC., 140 NEW MONTGOMERY ST., 9TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 09/22/2016 (Street) SAN FRANCISCO, CA94105 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 09/22/2016 A( 1 ) 397,940 A $ 0 397,940 I ( 2 ) See Footnote (2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Common Stock $ 0 ( 1 ) 09/22/2016 C( 1 ) 397,940 ( 1 ) ( 1 ) Common Stock 397,940 $ 0 0 D Employee Stock Option (Right to Buy) $ 7.16 09/22/2016 J( 3 ) 415,709 ( 4 ) 01/05/2021 Class B Common Stock 415,709 $ 0 0 D Employee Stock Option (Right to Buy) $ 7.16 09/22/2016 J( 3 ) 415,709 ( 4 ) 01/05/2021 Common Stock 415,709 $ 0 415,709 D Employee Stock Option (Right to Buy) $ 21.18 09/22/2016 J( 3 ) 425,000 ( 5 ) 02/05/2023 Class A Common Stock 425,000 $ 0 0 D Employee Stock Option (Right to Buy) $ 21.18 09/22/2016 J( 3 ) 425,000 ( 5 ) 02/05/2023 Common Stock 425,000 $ 0 425,000 D Employee Stock Option (Right to Buy) $ 21.18 09/22/2016 J( 3 ) 90,000 ( 4 ) 02/05/2023 Class A Common Stock 90,000 $ 0 0 D Employee Stock Option (Right to Buy) $ 21.18 09/22/2016 J( 3 ) 90,000 ( 4 ) 02/05/2023 Common Stock 90,000 $ 0 90,000 D Employee Stock Option (Right to Buy) $ 53.83 09/22/2016 J( 3 ) 26,100 ( 6 ) 01/08/2025 Class A Common Stock 26,100 $ 0 0 D Employee Stock Option (Right to Buy) $ 53.83 09/22/2016 J( 3 ) 26,100 ( 6 ) 01/08/2025 Common Stock 26,100 $ 0 26,100 D Employee Stock Option (Right to Buy) $ 20.47 09/22/2016 J( 3 ) 53,300 ( 7 ) 03/09/2026 Class A Common Stock 53,300 $ 0 0 D Employee Stock Option (Right to Buy) $ 20.47 09/22/2016 J( 3 ) 53,300 ( 7 ) 03/09/2026 Common Stock 53,300 $ 0 53,300 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Donaker Geoffrey L C/O YELP INC. 140 NEW MONTGOMERY ST., 9TH FLOOR SAN FRANCISCO, CA94105 X Signatures /s/ Laurence Wilson, Attorney-in-fact 09/23/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 22, 2016, each share of the Issuer's outstanding Class A common stock and Class B common stock automatically converted into one share of common stock pursuant to the Issuer's amended and restated certificate of incorporation. ( 2 )Shares are held by Geoffrey Donaker as Trustee UA 02/07/05 Donaker Revocable Trust. The Reporting Person holds voting and dispositive power over the shares. ( 3 )In connection with the conversion described in footnote (1), outstanding options denominated in Class A or Class B common stock issued under the Issuer's equity incentive plans remain unchanged, except that they now represent the right to receive shares of the single class of common stock rather than shares of Class A or Class B common stock. ( 4 )Fully vested. ( 5 )The shares underlying the stock option vest in equal monthly installments as follows: (a) 10% of the shares vest over the 12 month period from the Grant Date of February 5, 2013; then (b) 20% of the shares vest over the following 12 month period; then (c) 30% of the shares vest over the following 12 month period; and then (d) 40% of the shares vest over the following 12 month period, such that all of the shares vest as of the four year anniversary of the Grant Date. ( 6 )The shares underlying the stock option vest in equal monthly installments over 24 months following the grant date of January 8, 2015. ( 7 )The shares underlying the stock option vest in equal monthly installments over 12 months following the grant date of March 9, 2016.

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