FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *

Stoppelman Jeremy
2. Issuer Name and Ticker or Trading Symbol

YELP INC [ YELP ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

C/O YELP INC., 140 NEW MONTGOMERY ST., 9TH FL.
3. Date of Earliest Transaction (MM/DD/YYYY)

2/19/2020
(Street)

SAN FRANCISCO, CA 94105
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

2/21/2020 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 2/19/2020  A  76181 (1)A$0.00 130390 D  
Common Stock 2/20/2020  F  2250 (2)D$34.64 128140 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Represents the grant of restricted stock units that vest in thirteen equal installments on (a) February 20, 2020 and (b) quarterly over three years beginning February 20, 2021.
(2) Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of the RSUs reported above.

Remarks:
On April 7, 2020, the restricted stock unit award originally reported on February 21, 2020 was modified to cancel the vesting tranches scheduled for the remainder of 2020. Accordingly, this amendment reflects the reduced number of shares subject to the award and the modified vesting schedule. This amendment is intended to replace, in its entirety, the Form 4 filed on February 21, 2020.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Stoppelman Jeremy
C/O YELP INC.
140 NEW MONTGOMERY ST., 9TH FL.
SAN FRANCISCO, CA 94105
X
Chief Executive Officer

Signatures
/s/ Laurence Wilson, Attorney-in-Fact4/9/2020
**Signature of Reporting PersonDate

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