X0306 4 2019-02-07 0 0001345016 YELP INC YELP 0001701399 Ramsay Alan 140 NEW MONTGOMERY ST. 9TH FLOOR SAN FRANCISCO CA 94105 0 1 0 0 Chief Accounting Officer Common Stock 2019-02-07 4 A 0 6552 0.00 A 34954 D Stock Option (Right to Buy) 36.25 2019-02-07 4 A 0 26600 0.00 A 2029-02-07 Common Stock 26600 26600 D Performance Rights 2019-02-07 4 A 0 6552 0.00 A 2023-02-07 Common Stock 6552 6552 D Represents the grant of restricted stock units that vest in equal quarterly installments over four years from the date of grant. The shares underlying the stock option vest in equal monthly installments over 48 months following the grant date. The performance rights are subject to both a performance goal and time-based vesting. The rights are eligible to vest only if the average closing price of the issuer's stock equals or exceeds $45.3125 over any 60-trading day period during the four years following the grant date. If the performance goal is met, the rights will vest quarterly over four years following the grant date, subject to the reporting person's continued service. Any rights that have met the time-based vesting schedule at the time the performance goal is achieved will fully vest as of such date, and thereafter any remaining unvested rights will continue vesting solely according to the time-based vesting schedule, subject to the continuous service requirement. /s/ Donna Hammer, Attorney-in-fact 2019-02-11