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 *

Patel Vivek

2. Date of Event Requiring Statement (MM/DD/YYYY)
3/7/2019 

3. Issuer Name and Ticker or Trading Symbol

YELP INC [YELP]

(Last)        (First)        (Middle)

140 NEW MONTGOMERY ST., 9TH FL

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

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Chief Product 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   116324   (1) 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)     (2) 1/2/2025   Common Stock   11000   $55.15   D    
Employee Stock Option (Right to Buy)     (3) 1/4/2026   Common Stock   4478   $27.60   D    
Employee Stock Option (Right to Buy)     (4) 1/3/2027   Common Stock   9967   $38.22   D    
Employee Stock Option (Right to Buy)     (5) 1/16/2028   Common Stock   16400   $43.58   D    

Explanation of Responses:
(1)  Includes an aggregate of 92,631 unvested restricted stock units, which vest as follows: a) 4,242 shares that vest in equal quarterly installments over four years following the grant date of January 4, 2016; b) 11,084 shares that vest in equal quarterly installments over four years following the grant date of January 3, 2017; c) 14,553 shares that vest in equal quarterly installments over four years following the grant date of January 16, 2018; d) 42,785 shares that vest in equal quarterly installments over four years following the grant date of January 8, 2019; and e) 19,967 shares that vest in equal quarterly installments over two years following the grant date of January 8, 2019.
(2)  Fully vested.
(3)  The shares underlying the stock option vest in equal monthly installments over 48 months following the grant date of January 4, 2016.
(4)  The shares underlying the stock option vest in equal monthly installments over 48 months following the grant date of January 3, 2017.
(5)  The shares underlying the stock option vest in equal monthly installments over 48 months following the grant date of January 16, 2018.

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


Chief Product Officer

Signatures
/s/ Donna Hammer, Attorney-in-fact 3/15/2019
** 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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