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 *

Deer VI & Co. LLC 		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 BESSEMER VENTURE PARTNERS, 1865 PALMER AVENUE, SUITE 104 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/7/2012
(Street)

LARCHMONT, NY 10538
(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)
Code V Amount (A) or (D) Price
Class A Common Stock   12/7/2012     C    2984612   (1) A $0   (1) (2) 2984612   (1) I   See Footnotes   (2) (3)
Class A Common Stock   12/7/2012     J (2)    2984612   D $0   (2) 0   (1) I   See Footnotes   (2) (3)

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
Class B Common Stock     (4) 12/7/2012     C         2984612      (4)   (4) Class A Common Stock   2984612   $0.00   8679454   (5) I   See Footnotes   (3) (5) (6)

Explanation of Responses:
( 1)  Each share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock automatically upon the Distribution.
( 2)  On December 7, 2012, Bessemer Venture Partners VI L.P. and Bessemer Venture Partners Co-Investment L.P. (the "Funds") distributed, for no consideration, 2,565,823 and 418,789 shares, respectively, of Class B Common Stock of the Issuer to Deer VI & Co. LLC, the general partner of the Bessemer Entities ( "Deer VI"), representing Deer VI's pro rata general partner interest in the shares held by the Funds (the "Distribution"), which Distribution resulted in the automatic conversion of such shares into an equivalent number of shares of Class A Common Stock (the "Shares"). On the same date, Deer VI distributed, for no consideration, the Shares to its members in an amount equal to each member's pro rata interest in the Shares. These distributions were made in accordance with the exemption afforded by Rule 16a-13 of the Securities Exchange Act of 1934, as amended.
( 3)  Jeremy Levine, a managing member of Deer Management Co. LLC, the management company affiliate of the funds, serves as the representative of the Bessemer Entities and Deer VI on the Issuer's board of directors.
( 4)  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. All Class A Common Stock and Class B Common Stock will convert automatically into 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. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock (i) 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.
( 5)  After the Distribution, Bessemer Venture Partners VI, L.P. ("BVP VI") owns 6,051,007 shares, Bessemer Venture Partners Co-Investment LP ("BVP Co-Investment") owns 2,482,645 shares, and Bessemer Venture Partners VI Institutional L.P. ("BVP Institutional," and together with BVP VI and BVP Co-Investment, the "Bessemer Entities") owns 145,802 shares.
( 6)  Deer VI is the general partner of each of the Bessemer Entities. Deer VI disclaims beneficial ownership of the securities owned directly by the Bessemer Entities, and this report shall not be deemed as an admission that Deer VI is the beneficial owner of such securities, except to the extent of its pecuniary interest therein, if any, by virtue of its general partner interests in the Bessemer Entities.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Deer VI & Co. LLC
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104
LARCHMONT, NY 10538 		X X

Bessemer Venture Partners Co-Investment L.P.
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104
LARCHMONT, NY 10538 		X X

Bessemer Venture Partners VI L.P.
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104
LARCHMONT, NY 10538 		X X


Signatures
/s/ J. Edmund Colloton, Executive Manager of Deer VI & Co., LLC 12/11/2012
** Signature of Reporting Person Date

/s/ J. Edmund Colloton, Executive Manager of Deer VI & Co., LLC, the General Partner of Bessemer Venture Partners Co-Investment L.P. 12/11/2012
** Signature of Reporting Person Date

/s/ J. Edmund Colloton, Executive Manager of Deer VI & Co., LLC, the General Partner of Bessemer Venture Partners VI L.P. 12/11/2012
** 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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