FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Ramsay Alan

2. Date of Event Requiring Statement (MM/DD/YYYY)
3/16/2017 

3. Issuer Name and Ticker or Trading Symbol

YELP INC [YELP]

(Last)        (First)        (Middle)

140 NEW MONTGOMERY ST., 9TH FLOOR

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Chief Accounting Officer /

(Street)

SAN FRANCISCO, CA 94105       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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   21708   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: 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)     (1) 7/31/2022   Common Stock   11250   $19.96   D    
Employee Stock Option (Right to Buy)     (2) 6/30/2024   Common Stock   4250   $76.68   D    
Employee Stock Option (Right to Buy)     (3) 1/4/2026   Common Stock   6150   $27.60   D    

Explanation of Responses:
( 1)  Fully vested.
( 2)  The shares underlying the stock option vest as follows: (a) 10% vest on a monthly basis over the year following the grant date of June 30, 2014; (b) 20% vested on a monthly basis over the following year; (c) 30% vests on a monthly basis over the following year; and (d) 40% vests 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.
( 3)  The shares underlying the stock option vest in equal monthly installments over 48 months following the grant date of January 4, 2016.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Ramsay Alan
140 NEW MONTGOMERY ST.
9TH FLOOR
SAN FRANCISCO, CA 94105


Chief Accounting Officer

Signatures
/s/ Donna Hammer, Attorney-in-fact 3/23/2017
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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