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* Wilson Laurence (Last) (First) (Middle) C/O YELP INC. 140 NEW MONTGOMERY ST., 9TH FLOOR (Street) SAN FRANCISCO CA 94105 (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 10% Owner X Officer (give title below) Other (specify below) SVP, Legal & User Operations
	3. Date of Earliest Transaction (Month/Day/Year) 09/22/2016
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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	09/21/2016		C(1)		5,500	A	$0.00	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	$0.00	0	D
Common Stock	09/22/2016		A(3)		112,218	A	$0.00	112,218	D
Common Stock	09/22/2016		A(3)		49,233	A	$0.00	161,451	D
Common Stock	09/23/2016		M		31,150	A	$0.00	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 (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
Employee Stock Option (Right to Buy)	$7.16	09/21/2016		M			5,500	(4)	01/26/2021	Class B Common Stock	5,500	$0.00	41,150	D
Class B Common Stock	(5)(6)	09/21/2016		M		5,500		(5)(6)	(7)	Class A Common Stock	5,500	$0.00	54,733	D
Class B Common Stock	(5)(6)	09/21/2016		C			5,500	(5)(6)	(7)	Class A Common Stock	5,500	$0.00	49,233	D
Class B Common Stock	$0.00(3)	09/22/2016		C(3)			49,233	(3)	(3)	Common Stock	49,233	$0.00	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	$0.00	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	$0.00	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	$0.00	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	$0.00	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	$0.00	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	$0.00	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	$0.00	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	$0.00	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	$0.00	10,000	D

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.

Remarks:

	/s/ Laurence Wilson	09/23/2016
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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