SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Benchmark Capital Management Co. V, L.L.C. (Last) (First) (Middle) 2480 SAND HILL ROAD, SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol YELP INC [ YELP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/26/2013
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	02/26/2013		C(7)		1,146,964	A	$0	1,146,964	I	See footnote(1)
Class A Common Stock	02/26/2013		J(6)		1,146,964	D	$0	0	I	See footnote(1)
Class A Common Stock	02/26/2013		C(7)		140,547	A	$0	140,547	I	See footnote(2)
Class A Common Stock	02/26/2013		J(6)		140,547	D	$0	0	I	See footnote(2)
Class A Common Stock	02/26/2013		C(7)		26,910	A	$0	26,910	I	See footnote(3)
Class A Common Stock	02/26/2013		J(6)		26,910	D	$0	0	I	See footnote(3)
Class A Common Stock	02/26/2013		C(7)		21,175	A	$0	21,175	I	See footnote(4)
Class A Common Stock	02/26/2013		J(6)		21,175	D	$0	0	I	See footnote(4)
Class A Common Stock	02/26/2013		J(11)		55,426	A	$0	128,761	I	See footnote(12)
Class A Common Stock	02/26/2013		J(11)		19,410	A	$0	45,290	I	See footnote(13)
Class A Common Stock	02/26/2013		J(11)		90,753	A	$0	211,192	I	See footnote(14)
Class A Common Stock	02/26/2013		J(11)		59,697	A	$0	138,727	I	See footnote(15)
Class A Common Stock	02/26/2013		J(11)		8,152	A	$0	19,022	I	See footnote(16)
Class A Common Stock	02/26/2013		J(11)		51,932	A	$0	120,609	I	See footnote(17)
Class A Common Stock	02/26/2013		J(11)		5,824	A	$0	5,824	I	See footnote(18)
Class A Common Stock	02/27/2013		S		5,824	D	$21.3383(19)	0	I	See footnote(18)
Class A Common Stock	02/26/2013		C(7)		1,500,000	A	$0	1,500,000	I	See footnote(5)
Class A Common Stock	02/26/2013		J(11)		1,500,000	D	$0	0	I	See footnote(5)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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	02/26/2013		C(7)			1,146,964	(8)(9)	(8)(9)	Class A Common Stock	1,146,964	$0	3,751,403	I	See footnote(1)
Class B Common Stock	$0	02/26/2013		C(7)			140,547	(8)(9)	(8)(9)	Class A Common Stock	140,547	$0	459,690	I	See footnote(2)
Class B Common Stock	$0	02/26/2013		C(7)			26,910	(8)(9)	(8)(9)	Class A Common Stock	26,910	$0	88,013	I	See footnote(3)
Class B Common Stock	$0	02/26/2013		C(7)			21,175	(8)(9)	(8)(9)	Class A Common Stock	21,175	$0	69,257	I	See footnote(4)
Class B Common Stock	$0	02/26/2013		C(7)			1,500,000	(8)(9)	(8)(9)	Class A Common Stock	1,500,000	$0	4,906,084	I	See footnote(10)

1. Name and Address of Reporting Person* Benchmark Capital Management Co. V, L.L.C. (Last) (First) (Middle) 2480 SAND HILL ROAD, SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Benchmark Capital Partners V L P (Last) (First) (Middle) 2480 SAN HILL ROAD, SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BENCHMARK FOUNDERS FUND V LP (Last) (First) (Middle) 2480 SAND HILL ROAD, SUITE 200 (Street) MENLO PARK CA 94010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Benchmark Founders Fund V-A LP (Last) (First) (Middle) 2480 SAND HILL ROAD, SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Benchmark Founders Fund V-B LP (Last) (First) (Middle) 2480 SAND HILL ROAD, SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BALKANSKI ALEXANDRE (Last) (First) (Middle) 2480 SAND HILL ROAD SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* DUNLEVIE BRUCE (Last) (First) (Middle) 2480 SAND HILL ROAD SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HARVEY KEVIN (Last) (First) (Middle) 2480 SAND HILL ROAD SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KAGLE ROBERT (Last) (First) (Middle) 2480 SAND HILL ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Shares are owned directly by Benchmark Capital Partners V, L.P. ("BCP V").

2. Shares are owned directly by Benchmark Founders' Fund V, L.P. ("BFF V").

3. Shares are owned directly by Benchmark Founders' Fund V-A, L.P. ("BFF V-A").

4. Shares are owned directly by Benchmark Founders' Fund V-B, L.P. ("BFF V-B").

5. Benchmark Capital Management Co. V, L.L.C. ("BCMC V"), the Designated Filer and general partner of each of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have had the sole voting and dispositive power over the 1,500,000 shares of the Issuer's Class A Common Stock being distributed by the Benchmark V Funds. BCMC V and each of its managing members disclaim beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that BCMC V and its managing members is the beneficial owner of these shares for purposes of Section 16 of any other purpose.

6. Represents a pro rata, in-kind distribution by BCP V and its affiliated funds (the "Benchmark V Funds"),without additional consideration, to their respective partners. As part of this distribution, BCMC V received 381,548 shares of Class A Common Stock, which was immediately distributed to its members and assignees.

7. Upon the pro rata distribution by the Benchmark V Funds being reported hereunder, each share of Class B Common Stock distributed was automatically converted into one share of Class A Common Stock.

8. Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. All Class A Common Stock and Class B Common Stock will convert automatically into Common Stock on the earlier of (i) the date on which the number of outstanding shares of Class B Common Stock represents 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.

9. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock (i) upon such date as is specified by the affirmative vote or written consent of the holders of at least 66 2/3% of the outstanding shares of Class B common stock, (ii) upon any transfer, whether or not for value (subject to certain exceptions), or (iii) 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.

10. BCMC V, the Designated Filer and general partner of each of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have the sole voting and dispositive power over 4,906,084 shares of the Issuer's Class B Common Stock held by the Benchmark V Funds. BCMC V and each of its managing members disclaim beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that BCMC V and its managing members is the beneficial owner of these shares for purposes of Section 16 of any other purpose.

11. Represents a pro rata distribution by BCMC V and the Benchmark V Funds without additional consideration to their partners, members and assignees.

12. Shares are owned directly by Alexandre Balkanski's family trust.

13. Shares are owned directly by a limited liability company controlled by Bruce W. Dunlevie.

14. Shaes are owned directly by Kevin R. Harvey's family trust.

15. Shares are owned directly by Robert C. Kagle.

16. Shares are owned directly by a limited partnership controlled by Alexandre Balkanski.

17. Shares are owned directly by Bruce W. Dunlevie's family trust.

18. Shares are owned directly by Benchmark Capital Holdings Co., L.L.C., which serves as the Benchmark V Funds' management company and is under common control with BCMC V.

19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.97 to $21.64, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 19 to this Form 4.

Remarks:

Alexandre Balkanski, Bruce W. Dunlevie, J. William Gurley, Keith R. Harvey, Robert C. Kagle, Steven M. Spurlock, Peter H. Fenton and Mitchell H. Lasky are the managing members of BCMC V, which serves as the general partner to each of BCP V, BFF V, BFF V-A and BFF V-B. Each reporting person disclaims the existence of a "group" and disclaims beneficial ownership of any securities except to the extent of such reporting persons' pecuniary interest in such securities. This report is one of three reports, each on a separate Form 4, but relating to the same transaction being filed by BCMC V, its managing members and the Benchmark V Funds.

	/s/ Steven M. Spurlock, as managing member of the GP of Benchmark Capital Management Co., V, L.L.C.	02/27/2013
	/s/ Steven M. Spurlock, as managing member of the GP of Benchmark Capital Partners V, L.P.	02/27/2013
	/s/ Steven M. Spurlock, as managing member of the GP of Benchmark Founders' Fund V, L.P.	02/27/2013
	/s/ Steven M. Spurlock, as managing member of the GP of Benchmark Founders Fund V-A, L.P	02/27/2013
	/s/ Steven M. Spurlock, as managing member of the GP of Benchmark Founders Fund V-B, L.P.	02/27/2013
	/s/ Steven M. Spurlock, by power of attorney for Alexandre Balkanski	02/27/2013
	/s/ Steven M. Spurlock, by power of attorney for Bruce Dunlevie	02/27/2013
	/s/ Steven M. Spurlock, by power of attorney for Kevin Harvey	02/27/2013
	/s/ Steven M. Spurlock, by power of attorney for Robert C. Kagle	02/27/2013
	** Signature of Reporting Person	Date
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