Sec Form 4 Filing - Wilson Laurence @ 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 Wilson Laurence 2. Issuer Name and Ticker or Trading Symbol YELP INC [ YELP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, Legal & User Operations (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 Class A Common Stock 09/21/2016 C( 1 ) 5,500 A $ 0 117,718 D Class A Common Stock 09/21/2016 S( 2 ) 5,500 D $ 38.16 112,218 D Class A Common Stock 09/22/2016 C( 3 ) 112,218 D $ 0 0 D Common Stock 09/22/2016 A( 3 ) 112,218 A $ 0 112,218 D Common Stock 09/22/2016 A( 3 ) 49,233 A $ 0 161,451 D Common Stock 09/23/2016 M 31,150 A $ 0 192,601 D Common Stock 09/23/2016 S( 2 ) 6,000 D $ 39.16 186,601 D Common Stock 09/23/2016 S( 2 ) 8,000 D $ 40.16 178,601 D Common Stock 09/23/2016 S( 2 ) 17,150 D $ 41.16 161,451 D

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 Employee Stock Option (Right to Buy) $ 7.16 09/21/2016 M 5,500 ( 4 ) 01/26/2021 Class B Common Stock 5,500 $ 0 41,150 D Class B Common Stock ( 5 ) ( 6 ) 09/21/2016 M 5,500 ( 5 )( 6 ) ( 7 ) Class A Common Stock 5,500 $ 0 54,733 D Class B Common Stock ( 5 ) ( 6 ) 09/21/2016 C 5,500 ( 5 )( 6 ) ( 7 ) Class A Common Stock 5,500 $ 0 49,233 D Class B Common Stock $ 0 ( 3 ) 09/22/2016 C( 3 ) 49,233 ( 3 ) ( 3 ) Common Stock 49,233 $ 0 0 D Employee Stock Option (Right to Buy) $ 7.16 09/22/2016 J( 8 ) 41,150 ( 4 ) 01/26/2021 Class B Common Stock 41,150 $ 0 0 D Employee Stock Option (Right to Buy) $ 7.16 09/22/2016 J( 8 ) 41,150 ( 4 ) 01/26/2021 Common Stock 41,150 $ 0 41,150 D Employee Stock Option (Right to Buy) $ 21.18 09/22/2016 J( 8 ) 220,000 ( 9 ) 02/05/2023 Class A Common Stock 220,000 $ 0 0 D Employee Stock Option (Right to Buy) $ 21.18 09/22/2016 J( 8 ) 220,000 ( 9 ) 02/05/2023 Common Stock 220,000 $ 0 220,000 D Employee Stock Option (Right to Buy) $ 53.83 09/22/2016 J( 8 ) 24,450 ( 10 ) 01/08/2025 Class A Common Stock 24,450 $ 0 0 D Employee Stock Option (Right to Buy) $ 53.83 09/22/2016 J( 8 ) 24,450 ( 10 ) 01/08/2025 Common Stock 24,450 $ 0 24,450 D Employee Stock Option (Right to Buy) $ 20.47 09/22/2016 J( 8 ) 40,000 ( 11 ) 03/09/2026 Class A Common Stock 40,000 $ 0 0 D Employee Stock Option (Right to Buy) $ 20.47 09/22/2016 J( 8 ) 40,000 ( 11 ) 03/09/2026 Common Stock 40,000 $ 0 40,000 D Employeee Stock Option (Right to Buy) $ 7.16 09/23/2016 M 31,150 ( 4 ) 01/26/2021 Common Stock 31,150 $ 0 10,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wilson Laurence C/O YELP INC. 140 NEW MONTGOMERY ST., 9TH FLOOR SAN FRANCISCO, CA94105 SVP, Legal & User Operations Signatures /s/ Laurence Wilson 09/23/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock. ( 2 )Shares were sold pursuant to a duly adopted 10b5-1 trading plan. ( 3 )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. ( 4 )Fully vested. ( 5 )As of the date of the transaction, each share of Class B Common Stock was convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and had no expiration date. All Class A Common Stock and Class B Common Stock would convert automatically into Common Stock on the earlier of (i) the date on which the number of outstanding shares of Class B Common Stock represented 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. ( 6 )Also as of the date of the transaction, each share of Class B Common Stock would convert automatically into one share of Class A Common Stock (i) upon any transfer, whether or not for value (subject to certain exceptions), or (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 was specified by the affirmative vote or written consent of at least 66 2/3% of the outstanding shares of Class B Common Stock. ( 7 )Not applicable. ( 8 )In connection with the conversion described in footnote (3), 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. ( 9 )The shares underlying the stock option vest as follows: (a) 10% vest on a monthly basis over the year following the Grant Date of February 5, 2013; (b) 20% vest on a monthly basis over the following year; (c) 30% vest on a monthly basis over the following year; and (d) 40% vest on a monthly basis over the following year. ( 10 )The shares underlying the stock option vest as follows: (a) 10% vest on a monthly basis over the year following the Grant Date of January 8, 2015; (b) 20% vest on a monthly basis over the following year; (c) 30% vest on a monthly basis over the following year; and (d) 40% vest on a monthly basis over the following year. ( 11 )The shares underlying the stock option vest in equal monthly installments over 48 months following the Grant Date of March 9, 2016.

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