X0306 4/A 2012-07-27 2012-07-31 0 0001345016 YELP INC YELP 0001229666 KROLIK ROBERT J C/O YELP INC. 706 MISSION ST., 7TH FLOOR SAN FRANCISCO CA 94103 0 1 0 0 Chief Financial Officer Class B Common Stock 2012-07-27 4 F 0 13755 0.00 D Class A Common Stock 13755 136245 D 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. Class B Common Stock will convert automatically into Class A 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. In addition, each share of Class B Common Stock will 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. Not applicable. The Form 4 originally filed by the Reporting Person on July 31, 2012 incorrectly reflected the conversion of 23,745 shares of Class B Common Stock into Class A Common Stock. As reflected in this amendment, no conversion was effected and the Reporting Person continued to hold such shares as Class B Common Stock. This amendment is intended to replace, in its entirety, the Form 4 filed on July 31, 2012. /s/ Donna Hammer, Attorney-in-fact 2012-09-06