Sec Form 3 Filing - Patterson Carolyn @ YELP INC - 2021-03-04

FORM 3 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 Patterson Carolyn 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 People Officer (Last) (First) (Middle) C/O YELP INC., 140 NEW MONTGOMERY ST., 9TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/04/2021 (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 69,244 ( 1 ) 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) $ 20.46 ( 2 ) 01/30/2023 Common Stock 9,306 D Employee Stock Option (Right to Buy) $ 55.15 ( 2 ) 01/02/2025 Common Stock 2,950 D Employee Stock Option (Right to Buy) $ 27.6 ( 2 ) 01/04/2026 Common Stock 8,200 D Employee Stock Option (Right to Buy) $ 43.58 ( 3 ) 01/16/2028 Common Stock 9,850 D Employee Stock Option (Right to Buy) $ 35.51 ( 4 ) 01/08/2029 Common Stock 12,800 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Patterson Carolyn C/O YELP INC. 140 NEW MONTGOMERY ST., 9TH FLOOR SAN FRANCISCO, CA94105 Chief People Officer Signatures /s/ Elizabeth Prosser, Attorney-in-Fact 03/12/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes an aggregate of 56,474 unvested restricted stock units, which vest as follows: a) 2,382 shares that vest in equal quarterly installments over four years following the grant date of January 16, 2018; b) 7,956 shares that vest in equal quarterly installments over four years following the grant date of January 8, 2019; c) 12,834 shares that vest in equal quarterly installments over four years following the grant date of January 15, 2020; d) 4,514 shares, 37.5% of which vest on May 20, 2021 and 6.25% of which vest each quarter thereafter until fully vested; and e) 28,788 shares that vest in equal quarterly installments over four years following the grant date of February 5, 2021. ( 2 )Fully vested. ( 3 )The shares underlying the stock option vest in equal monthly installments over 48 months following the grant date of January 16, 2018. ( 4 )The shares underlying the stock option vest in equal monthly installments over 48 months following the grant date of January 8, 2019.

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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