- Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* LASKY MITCHELL	2. Issuer Name and Ticker or Trading Symbol YELP INC [ YELP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __ X __ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) 2480 SAND HILL ROAD, SUITE 200	3. Date of Earliest Transaction (MM/DD/YYYY) 3/7/2012
(Street) MENLO PARK, CA 94025 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

*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 Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. 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 Date		7. 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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series C Convertible Preferred Stock	⁽¹⁾	3/7/2012		C			24689270	⁽¹⁾	⁽¹⁾	Class B Common Stock ⁽²⁾ ⁽³⁾	6172317	⁽²⁾ ⁽³⁾	0	I	See Footnote ⁽⁴⁾
Series D Convertible Preferred Stock	⁽¹⁾	3/7/2012		C			1021340	⁽¹⁾	⁽¹⁾	Class B Common Stock ⁽²⁾ ⁽³⁾	255335	⁽²⁾ ⁽³⁾	0	I	See Footnote ⁽⁴⁾
Class B Common Stock	$ 0	3/7/2012		C		6427652		⁽²⁾ ⁽³⁾	⁽²⁾ ⁽³⁾	Class A Common Stock	6427652	$ 0	6427652	I	See Footnote ⁽⁴⁾
Series C Convertible Preferred Stock	⁽¹⁾	3/7/2012		C			3025390	⁽¹⁾	⁽¹⁾	Class B Common Stock ⁽²⁾ ⁽³⁾	756347	⁽²⁾ ⁽³⁾	0	I	See Footnote ⁽⁵⁾
Series D Convertible Preferred Stock	⁽¹⁾	3/7/2012		C			125150	⁽¹⁾	⁽¹⁾	Class B Common Stock ⁽²⁾ ⁽³⁾	31287	⁽²⁾ ⁽³⁾	0	I	See Footnote ⁽⁵⁾
Class B Common Stock	$ 0	3/7/2012		C		787634		⁽²⁾ ⁽³⁾	⁽²⁾ ⁽³⁾	Class A Common Stock	787634	$ 0	787634	I	See Footnote ⁽⁵⁾
Class C Convertible Preferred Stock	⁽¹⁾	3/7/2012		C			579250	⁽¹⁾	⁽¹⁾	Class B Common Stock ⁽²⁾ ⁽³⁾	144813	⁽²⁾ ⁽³⁾	0	I	See Footnote ⁽⁶⁾
Class D Convertible Preferred Stock	⁽¹⁾	3/7/2012		C			23960	⁽¹⁾	⁽¹⁾	Class B Common Stock ⁽²⁾ ⁽³⁾	5990	⁽²⁾ ⁽³⁾	0	I	See Footnote ⁽⁶⁾
Class B Common Stock	$ 0	3/7/2012		C		150803		⁽²⁾ ⁽³⁾	⁽²⁾ ⁽³⁾	Class A Common Stock	150803	$ 0	150803	I	See Footnote ⁽⁶⁾
Class C Convertible Preferred Stock	⁽¹⁾	3/7/2012		C			455800	⁽¹⁾	⁽¹⁾	Class B Common Stock ⁽²⁾ ⁽³⁾	113950	⁽²⁾ ⁽³⁾	0	I	See Footnote ⁽⁷⁾
Class D Convertible Preferred Stock	⁽¹⁾	3/7/2012		C			18860	⁽¹⁾	⁽¹⁾	Class B Common Stock ⁽²⁾ ⁽³⁾	4715	⁽²⁾ ⁽³⁾	0	I	See Footnote ⁽⁷⁾
Class B Common Stock	$ 0	3/7/2012		C		118665		⁽²⁾ ⁽³⁾	⁽²⁾ ⁽³⁾	Class A Common Stock	118665	$ 0	118665	I	See Footnote ⁽⁷⁾
Class C Convertible Preferred Stock	⁽¹⁾	3/7/2012		C			32288630	⁽¹⁾	⁽¹⁾	Class B Common Stock ⁽²⁾ ⁽³⁾	8072157	⁽²⁾ ⁽³⁾	0	I	See Footnote ⁽⁸⁾
Class D Convertible Preferred Stock	⁽¹⁾	3/7/2012		C			1335710	⁽¹⁾	⁽¹⁾	Class B Common Stock ⁽²⁾ ⁽³⁾	333927	⁽²⁾ ⁽³⁾	0	I	See Footnote ⁽⁸⁾
Class B Common Stock	$ 0	3/7/2012		C		8406084		⁽²⁾ ⁽³⁾	⁽²⁾ ⁽³⁾	Class A Common Stock	8406084	$ 0	8406084	I	See Footnote ⁽⁸⁾

Explanation of Responses:
( 1)	Each share of Series C and Series D Convertible Preferred Stock automatically converted into shares of Class B Common Stock on a one-for-four basis immediately prior to the closing of the Issuer's initial public offering on March 7, 2012 and has no expiration date.
( 2)	Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the earlier of (i) the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock and (ii) seven years following the effective date of the issuer's initial public offering.
( 3)	In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock (i) upon such date as is specified by the affirmative vote or written consent of the holders of at least 66 2/3% of the outstanding shares of Class B common stock, (ii) upon any transfer, whether or not for value (subject to certain exceptions), or (iii) in the event of the death or disability (as defined in the amended and restated certificate of incorporation of the issuer) of the reporting person.
( 4)	Shares are owned directly by Benchmark Capital Partners V, L.P. ("BCP V").
( 5)	Shares are owned directly by Benchmark Founders' Fund V, L.P. ("BFF V").
( 6)	Shares are owned directly by Benchmark Founders' Fund V-A, L.P. ("BFF V-A").
( 7)	Shares are owned directly by Benchmark Founders' Fund V-B, L.P. ("BFF V-B").
( 8)	Benchmark Capital Management Co. V, LLC ("BCMC V"), the Designated Filer and general partner of each of BCP V, BFF V-A and BFF V-B, may be deemed to have the sole voting and dispositive power over 8,406,084 shares of the Issuer's Class B Common Stock. BCMV and each of its managing members disclaim beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that BCMC V and its managing members is the beneficial owner of these shares for purposes of Section 16 of any other purpose.

Remarks:
Alexandre Balkanski, Bruce Dunlevie, J. William Gurley, Keith Harvey, Robert C. Kagle, Steven M. Spurlock, Peter H. Fenton and Mitchell H. Lasky are the managing members of BCMC V, which serves as the general partner to each of BCP V, BFF V, BFF V-A and BFF V-B. Each reporting person disclaims the existence of a "group" and disclaims beneficial ownership of any securities except to the extent of such reporting persons' pecuniary interest in such securities. This report is one of three reports, each on a separate Form 4, but relating to the same transaction being filed by BCMC V, its managing members and the Benchmark V Funds.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LASKY MITCHELL 2480 SAND HILL ROAD, SUITE 200 MENLO PARK, CA 94025		X
SPURLOCK STEVEN M 2480 SAND HILL ROAD, SUITE 200 MENLO PARK, CA 94025		X

Signatures
/s/ Steven M. Spurlock, by power of attorney for Mitchell Lasky		3/8/2012
^** Signature of Reporting Person		Date
/s/ Steven M. Spurlock		3/8/2012
^** 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 4(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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