Sec Form 4 Filing - Nachman Joseph R @ 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 Nachman Joseph R 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) Chief Operating Officer (Last) (First) (Middle) C/O YELP INC., 140 NEW MONTGOMERY ST., 9TH FL. 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 09/22/2016 C( 1 ) 117,023 D $ 0 0 D Common Stock 09/22/2016 A( 1 ) 117,023 A $ 0 117,023 D

09/22/2016 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 J( 2 ) 26,555 ( 3 ) 01/05/2021 Class B Common Stock 26,555 $ 0 0 D Employee Stock Option (Right to Buy) $ 7.16 09/22/2016 J( 2 ) 26,555 ( 3 ) 01/05/2021 Common Stock 26,555 $ 0 26,555 D Employee Stock Option (Right to Buy) $ 21.18 09/22/2016 J( 2 ) 202,455 ( 4 ) 02/05/2023 Class A Common Stock 202,455 $ 0 0 D Employee Stock Option (Right to Buy) $ 21.18 09/22/2016 J( 2 ) 202,455 ( 4 ) 02/05/2023 Common Stock 202,455 $ 0 202,455 D Employee Stock Option (Right to Buy) $ 53.83 09/22/2016 J( 2 ) 24,450 ( 5 ) 01/08/2025 Class A Common Stock 24,450 $ 0 0 D Employee Stock Option (Right to Buy) $ 53.83 09/22/2016 J( 2 ) 24,450 ( 5 ) 01/08/2025 Common Stock 24,450 $ 0 24,450 D Employee Stock Option (Right to Buy) $ 20.47 09/22/2016 J( 2 ) 53,300 ( 6 ) 03/09/2026 Class A Common Stock 53,300 $ 0 0 D Employee Stock Option (Right to Buy) $ 20.47 09/22/2016 J( 2 ) 53,300 ( 6 ) 03/09/2026 Common Stock 53,300 $ 0 53,300 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Nachman Joseph R C/O YELP INC. 140 NEW MONTGOMERY ST., 9TH FL. SAN FRANCISCO, CA94105 Chief Operating Officer 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 )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. ( 3 )Fully vested. ( 4 )The shares underlying the stock option vest in monthly installments over four years from the Grant Date of February 5, 2013, as follows: (a) 10% of the shares vest ratably on a monthly basis over the 12 month period following the Grant Date; then (b) 20% of the shares vest ratably on a monthly basis over the following 12 month period; then (c) 30% of the shares vest ratably on a monthly basis over the following 12 month period; and then (d) 40% of the shares vest ratably on a monthly basis over the following 12 month period. ( 5 )The shares underlying the stock option vest in monthly installments over four years from the Grant Date of January 8, 2015, as follows: (a) 10% of the shares vest ratably on a monthly basis over the 12 month period following the Grant Date; then (b) 20% of the shares vest ratably on a monthly basis over the following 12 month period; then (c) 30% of the shares vest ratably on a monthly basis over the following 12 month period; and then (d) 40% of the shares vest ratably on a monthly basis over the following 12 month period. ( 6 )The shares underlying the stock option vest in equal monthly installments over 48 months following the Grant Date of March 9, 2016.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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