X0206 3 2016-08-05 0 0001345016 YELP INC YELP 0001682155 Stoppelman Michael 140 NEW MONTGOMERY ST 9TH FLOOR SAN FRANCISCO CA 94105 0 0 0 1 Sr VP, Engineering Class A Common Stock 37434 D Class A Common Stock 18717 D Class A Common Stock 60175 D Class A Common Stock 10622 D Employee Stock Option (Right to Buy) 7.16 2021-01-26 Class B Common Stock 21000 D Employee Stock Option (Right to Buy) 7.16 2021-03-10 Class B Common Stock 112500 D Employee Stock Option (Right to Buy) 28.20 2023-06-05 Class A Common Stock 220000 D Employee Stock Option (Right to Buy) 47.79 2025-03-04 Class A Common Stock 26700 D Employee Stock Option (Right to Buy) 45.50 2025-04-01 Class A Common Stock 13350 D Employee Stock Option (Right to Buy) 20.47 2026-03-09 Class A Common Stock 46650 D Represents the grant of restricted stock units that vest in quarterly installments over four years from the Grant Date. The remaining unvested shares vest as follows: (a) 5.0% of the shares vest on each of August 20, 2016, November 20, 2016 and February 20, 2017; then (b) 7.5% of the shares vest on each of May 20, 2017, August 20, 2017, November 20, 2017 and February 20, 2018; and then (c) 10.0% of the shares vest on each of May 20, 2018, August 20, 2018, November 20, 2018 and February 20, 2019. Represents the grant of restricted stock units that vest in equal quarterly installments over four years from February 20, 2016. Fully vested. 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. The shares underlying the stock option vest as follows: (a) 10% vest on a monthly basis over the year following the grant date; (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, such that all of the shares underlying the stock option shall be vested as of the fourth anniversary of the grant date. The shares underlying the stock option vest in equal monthly installments over 48 months following the grant date. /s/ Donna Hammer, Attorney-in-fact 2016-08-15