SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Eaton Sam (Last) (First) (Middle) C/O YELP INC. 140 NEW MONTGOMERY ST., 9TH FLOOR (Street) SAN FRANCISCO CA 94105 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/04/2021	3. Issuer Name and Ticker or Trading Symbol YELP INC [ YELP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Technology Officer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	144,852(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	(2)	06/30/2024	Common Stock	7,100	$76.68	D
Employee Stock Option (Right to Buy)	(2)	07/01/2025	Common Stock	2,950	$42.44	D
Employee Stock Option (Right to Buy)	(2)	04/01/2026	Common Stock	667	$19.55	D
Employee Stock Option (Right to Buy)	(3)	01/08/2029	Common Stock	18,850	$35.51	D

Explanation of Responses:

1. Includes an aggregate of 123,186 unvested restricted stock units, which vest as follows: a) 414 shares that vest in equal quarterly installments over four years following the grant date of July 10, 2017; b) 3,387 shares that vest in equal quarterly installments over four years following the grant date of January 16, 2018; c) 11,700 shares that vest in equal quarterly installments over four years following the grant date of January 8, 2019; d) 26,422 shares that vest in equal quarterly installments over four years following the grant date of January 15, 2020; e) 9,293 shares, 37.5% of which vest on May 20, 2021 and 6.25% of which vest each quarter thereafter until fully vested; and f) 71,970 shares that vest in equal quarterly installments over four years following the grant date of February 5, 2021.

2. Fully vested.

3. The shares underlying the stock option vest in equal monthly installments over 48 months following the grant date of January 8, 2019.

Remarks:

	/s/ Elizabeth Prosser, Attorney-in-Fact	03/12/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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