Statement of Changes in Beneficial Ownership (4)

FORM 4 [ X ] 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 Estimated average burden hours per response... 0.5
	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 ^* Benchmark Capital Management Co. V, L.L.C.	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) 5/17/2013
(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)
Class A Common Stock	5/17/2013		C ⁽⁷⁾		1529286	A	$0	1529286	I	See footnote ⁽¹⁾
Class A Common Stock	5/17/2013		J ⁽⁶⁾		1529286	D	$0	0	I	See footnote ⁽¹⁾
Class A Common Stock	5/17/2013		C ⁽⁷⁾		187396	A	$0	187396	I	See footnote ⁽²⁾
Class A Common Stock	5/17/2013		J ⁽⁶⁾		187396	D	$0	0	I	See footnote ⁽²⁾
Class A Common Stock	5/17/2013		C ⁽⁷⁾		35879	A	$0	35879	I	See footnote ⁽³⁾
Class A Common Stock	5/17/2013		J ⁽⁶⁾		35879	D	$0	0	I	See footnote ⁽³⁾
Class A Common Stock	5/17/2013		C ⁽⁷⁾		28233	A	$0	28233	I	See footnote ⁽⁴⁾
Class A Common Stock	5/17/2013		J ⁽⁶⁾		28233	D	$0	0	I	See footnote ⁽⁴⁾
Class A Common Stock	5/17/2013		J ⁽⁶⁾		75062	A	$0	203823	I	See footnote ⁽¹¹⁾
Class A Common Stock	5/17/2013		J ⁽⁶⁾		932	A	$0	932	I	See footnote ⁽¹²⁾
Class A Common Stock	5/17/2013		J ⁽⁶⁾		122167	A	$0	333359	I	See footnote ⁽¹³⁾
Class A Common Stock	5/17/2013		J ⁽⁶⁾		80756	A	$0	219483	I	See footnote ⁽¹⁴⁾
Class A Common Stock	5/17/2013		J ⁽⁶⁾		10870	A	$0	29892	I	See footnote ⁽¹⁵⁾
Class A Common Stock	5/17/2013		J ⁽⁶⁾		79824	A	$0	79824	I	See footnote ⁽¹⁶⁾
Class A Common Stock	5/17/2013		J ⁽⁶⁾		20188	A	$0	20188	I	See footnote ⁽¹⁷⁾
Class A Common Stock	5/17/2013		J ⁽⁶⁾		7895	A	$0	7895	I	See footnote ⁽¹⁸⁾
Class A Common Stock	5/20/2013		S		7895	D	$31.7167 ⁽¹⁹⁾	0	I	See footnote ⁽¹⁸⁾
Class A Common Stock	5/17/2013		C ⁽⁷⁾		2000000	A	$0	2000000	I	See footnote ⁽⁵⁾
Class A Common Stock	5/17/2013		J ⁽⁶⁾		2000000	D	$0	0	I	See footnote ⁽⁵⁾

*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)
Class B Common Stock	$0	5/17/2013		C ⁽⁷⁾			1529286	⁽⁸⁾ ⁽⁹⁾	⁽⁸⁾ ⁽⁹⁾	Class A Common Stock	1529286	$0	2222117	I	See footnote ⁽¹⁾
Class B Common Stock	$0	5/17/2013		C ⁽⁷⁾			187396	⁽⁸⁾ ⁽⁹⁾	⁽⁸⁾ ⁽⁹⁾	Class A Common Stock	187396	$0	272294	I	See footnote ⁽²⁾
Class B Common Stock	$0	5/17/2013		C ⁽⁷⁾			35879	⁽⁸⁾ ⁽⁹⁾	⁽⁸⁾ ⁽⁹⁾	Class A Common Stock	35879	$0	52134	I	See footnote ⁽³⁾
Class B Common Stock	$0	5/17/2013		C ⁽⁷⁾			28233	⁽⁸⁾ ⁽⁹⁾	⁽⁸⁾ ⁽⁹⁾	Class A Common Stock	28233	$0	41024	I	See footnote ⁽⁴⁾
Class B Common Stock	$0	5/17/2013		C ⁽⁷⁾			2000000	⁽⁸⁾ ⁽⁹⁾	⁽⁸⁾ ⁽⁹⁾	Class A Common Stock	2000000	$0	2906084	I	See footnote ⁽¹⁰⁾

Explanation of Responses:
( 1)	Shares are owned directly by Benchmark Capital Partners V, L.P. ("BCP V").
( 2)	Shares are owned directly by Benchmark Founders' Fund V, L.P. ("BFF V").
( 3)	Shares are owned directly by Benchmark Founders' Fund V-A, L.P. ("BFF V-A").
( 4)	Shares are owned directly by Benchmark Founders' Fund V-B, L.P. ("BFF V-B").
( 5)	Benchmark Capital Management Co. V, L.L.C. ("BCMC V"), the Designated Filer and general partner of each of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have had the sole voting and dispositive power over the 2,000,000 shares of the Issuer's Class A Common Stock being distributed by BCP V and its affiliated funds (the "Benchmark V Funds"). BCMC V 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 or any other purpose.
( 6)	Represents a pro-rata, in-kind distribution by the Benchmark V Funds, without additional consideration, to their respective partners, members and assignees.
( 7)	Upon the pro-rata distribution by the Benchmark V Funds being reported hereunder, each share of Class B Common Stock distributed was automatically converted into one share of Class A Common Stock.
( 8)	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 represent 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.
( 9)	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.
( 10)	BCMC V, the Designated Filer and general partner of the Benchmark V Funds, may be deemed to have the sole voting and dispositive power over the 2,906,084 shares of the Issuer's Class B Common Stock held by the Benchmark V Funds. BCMC V 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 or any other purpose.
( 11)	Shares are owned directly by Alexandre Balkanski's family trust.
( 12)	Shares are owned directly by J. William Gurley's family partnership.
( 13)	Shares are owned directly by Kevin R. Harvey's family trust.
( 14)	Shares are owned directly by Robert C. Kagle.
( 15)	Shares are owned directly by a limited partnership controlled by Alexandre Balkanski.
( 16)	Shares are owned directly by J. William Gurley.
( 17)	Shares are owned directly by Steven M. Spurlock's family trust.
( 18)	Shares are owned directly by Benchmark Capital Holdings Co., L.L.C., which serves as the Benchmark V Funds' management company and is under common control with BCMC V.
( 19)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.63 to $32.67, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 19 to this Form 4.

Remarks:
Alexandre Balkanski, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Robert C. Kagle, Mitchell H. Lasky and Steven M. Spurlock are the managing members of BCMC V, which serves as the general partner to each of the Benchmark V Funds. 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. Following the transaction reported on this Form 4, Peter H. Fenton, as a director of the Issuer, will remain subject to Section 16. 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
Benchmark Capital Management Co. V, L.L.C. 2480 SAND HILL ROAD, SUITE 200 MENLO PARK, CA 94025		X
Benchmark Capital Partners V L P 2480 SAN HILL ROAD, SUITE 200 MENLO PARK, CA 94025		X
BENCHMARK FOUNDERS FUND V LP 2480 SAND HILL ROAD, SUITE 200 MENLO PARK, CA 94010		X
Benchmark Founders Fund V-A LP 2480 SAND HILL ROAD, SUITE 200 MENLO PARK, CA 94025		X
Benchmark Founders Fund V-B LP 2480 SAND HILL ROAD, SUITE 200 MENLO PARK, CA 94025		X
BALKANSKI ALEXANDRE 2480 SAND HILL ROAD SUITE 200 MENLO PARK, CA 94025		X
HARVEY KEVIN 2480 SAND HILL ROAD SUITE 200 MENLO PARK, CA 94025		X
GURLEY J WILLIAM 2480 SAND HILL ROAD, SUITE 200 MENLO PARK, CA 94025		X
KAGLE ROBERT 2480 SAND HILL ROAD MENLO PARK, CA 94025		X
SPURLOCK STEVEN M 2480 SAND HILL ROAD SUITE 200 MENLO PARK, CA 94025		X

Signatures
/s/ Steven M. Spurlock, as managing member of Benchmark Capital Management Co. IV, L.L.C.		5/21/2013
^** Signature of Reporting Person		Date
/s/ Steven M. Spurlock, as managing member of the GP of Benchmark Capital Partners V, L.P.		5/21/2013
^** Signature of Reporting Person		Date
/s/ Steven M. Spurlock, as managing member of the GP of Benchmark Founders' Fund V, L.P.		5/21/2013
^** Signature of Reporting Person		Date
/s/ Steven M. Spurlock, as managing member of the GP of Benchmark Founders' Fund V-A, L.P.		5/21/2013
^** Signature of Reporting Person		Date
/s/ Steven M. Spurlock, as managing member of the GP of Benchmark Founders' Fund V-B, L.P.		5/21/2013
^** Signature of Reporting Person		Date
/s/ Steven M. Spurlock, by power of attorney for Alexandre Balkanski		5/21/2013
^** Signature of Reporting Person		Date
/s/ Steven M. Spurlock, by power of attorney for Kevin Harvey		5/21/2013
^** Signature of Reporting Person		Date
/s/ Steven M. Spurlock, by power of attorney for J. William Gurley		5/21/2013
^** Signature of Reporting Person		Date
/s/ Steven M. Spurlock, by power of attorney for Robert C. Kagle		5/21/2013
^** Signature of Reporting Person		Date
/s/ Steven M. Spurlock		5/21/2013
^** 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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