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, 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 *

Levchin Max R 		2. Issuer Name and Ticker or Trading Symbol

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

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O YELP INC., 706 MISSION ST., 7TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/7/2012
(Street)

SAN FRANCISCO, CA 94103
(City)        (State)        (Zip)
4. 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 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

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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock     (1) 3/7/2012     C         12681798      (1)   (1) Class B Common Stock   (2) (3) 3170449     (2) (3) 0   D    
Series D Convertible Preferred Stock     (1) 3/7/2012     C         246819      (1)   (1) Class B Common Stock   (2) (3) 61704     (2) (3) 0   D    
Class B Common Stock   $ 0   3/7/2012     C      3232153         (2) (3)   (2) (3) Class A Common Stock   3232153   $ 0   3232153   D    
Series A Convertible Preferred Stock     (1) 3/7/2012     C         15396360      (1)   (1) Class B Common Stock   (2) (3) 3849090     (1) (2) 0   D    
Series D Convertible Preferred Stock     (1) 3/7/2012     C         251390      (1)   (1) Class B Common Stock   (2) (3) 62847     (2) (3) 0   D    
Class B Common Stock   $ 0   3/7/2012     C      3911937         (2) (3)   (2) (3) Class A Common Stock   3911937   $ 0   3911937   I   See Footnote   (4)

Explanation of Responses:
( 1)  Each share of Series A 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 (ii) 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, shares of Class B Common Stock held by the reporting person or the reporting peron's permitted estate planning entities will, convert in Class A Common Stock, provided that the conversion will be deferred for up to nine months following the death or disability so long as exclusive voting control of the reporting person's shares of Class B Common Stock is being exercised by a group of voting trustees previously approved by the issuer's board of directors.
( 4)  Shares are held by PENSCO Trust Company FBO Max Levchin. The Reporting Person holds voting and dispositive power over the shares.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Levchin Max R
C/O YELP INC.
706 MISSION ST., 7TH FLOOR
SAN FRANCISCO, CA 94103 		X X


Signatures
/s/ Donna Hammer, Attorney-in-fact 3/9/2012
** 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).
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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