X0204 3 2012-03-01 0 0001345016 YELP INC YELP 0001541476 Stoppelman Jeremy C/O YELP INC. 706 MISSION ST. SAN FRANCISCO CA 94103 1 1 1 0 Chief Executive Officer Employee Stock Option (Right to Buy) 0.352 2012-12-10 Class B Common Stock 621885 D Employee Stock Option (Right to Buy) 7.16 2021-01-05 Class B Common Stock 1601039 D Class B Common Stock Class A Common Stock 5174510 I By Trust 20% of the total shares underlying the option vested on December 11, 2008. The remaining shares vest 1/60 monthly in equal installments thereafter. 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 reprting 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. For the first 12 months following 11/10/10, 13,342 shares vested monthly; for the second 12 months, 20,013 shares vest monthly; for the third 12 months, 26,684 shares vest monthly; for the fourth 12 months, 33,355 shares vest monthly; and for the fifth 12 months, the remainder of the shares vest ratably. Not applicable. /s/ Donna Hammer, Attorney-in-fact 2012-03-01