X0306 4 2016-02-05 0 0001345016 YELP INC YELP 0001539853 Levchin Max R 225 BUSH ST., 16TH FLOOR SAN FRANCISCO CA 94104 0 0 1 0 Class A Common Stock 2016-02-05 4 C 0 1000000 0.00 A 1000000 D Class B Common Stock 2016-02-05 4 C 0 1000000 0.00 D Class A Common Stock 1000000 785037 D Class B Common Stock Class A Common Stock 2691757 2691757 I See footnote Each share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock. 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. Shares are held by PENSCO Trust Company FBO Max Levchin Roth IRA. The Reporting Person holds voting and dispositive power over the shares. /s/ Max Levchin 2016-02-09