X0306 4 2014-12-10 0 0001345016 YELP INC YELP 0001541476 Stoppelman Jeremy C/O YELP INC. 140 NEW MONTGOMERY ST., 9TH FL. SAN FRANCISCO CA 94105 1 1 1 0 Chief Executive Officer Class A Common Stock 2014-12-10 4 C 0 13513 0.00 A 13513 I See Footnote (2) Class A Common Stock 2014-12-10 4 S 0 13513 53.1027 D 0 I See Footnote (2) Class B Common Stock 2014-12-10 4 C 0 13513 0.00 D Class A Common Stock 13513 4197336 I See Footnote (2) Each share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock. Shares are held by Jeremy Stoppelman as Trustee UA 03/16/10 Jeremy Stoppelman Revocable Trust. The Reporting Person holds voting and dispositive power over the shares. Shares were sold pursuant to a duly adopted 10b5-1 trading plan. The sales price reported is the weighted average sale price for the number of shares sold. These shares were sold in multiple transactions at prices ranging from $52.49 to $53.38, inclusive. Full information regarding the number of shares sold at each separate price will be supplied upon request by Securities and Exchange Commission Staff, the Issuer or a security holder of the Issuer. 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. 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, or (iii) upon such date as is specified by the affirmative vote or written consent of at least 66 2/3% of the outstanding shares of Class B Common Stock. Not applicable. /s/ Donna Hammer, Attorney-in-fact 2014-12-11