X0204 3 2012-03-01 0 0001345016 YELP INC YELP 0001539853 Levchin Max R C/O YELP INC. 706 MISSION ST., 7TH FLOOR SAN FRANCISCO CA 94103 1 0 1 0 Series A Convertible Preferred Stock Class B Common Stock 12681798 D Series A Convertible Preferred Stock Class B Common Stock 15396360 I See Footnote Series D Convertible Preferred Stock Class B Common Stock 246819 D Series D Convertible Preferred Stock Class B Common Stock 251390 I See Footnote The Series A and Series D Convertible Preferred Stock shall automatically convert into Class B Common Stock on a one-for-four basis in connection with the completion of the Issuer's initial public offering of Class A Common Stock. Not applicable. 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, shares of Class B Common Stock held by the reporting person or the reporting peron's permitted estate planning entities will, convert in Class A Common Stock, provided that the conversion will be deferred for up to nine months following the death or disability so long as exclusive voting control of the reporting person's shares of Class B Common Stock is being exercised by a group of voting trustees previously approved by the issuer's board of directors. Shares are held by PENSCO Trust Company FBO Max Levchin. The Reporting Person holds voting and dispositive power over the shares. /s/ Donna Hammer, Attorney-in-fact 2012-03-01