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 *

Nachman Joseph R 		2. Issuer Name and Ticker or Trading Symbol

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

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

C/O YELP INC., 140 NEW MONTGOMERY ST., 9TH FL. 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/8/2015
(Street)

SAN FRANCISCO, CA 94105
(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
Class A Common Stock   1/8/2015     A    40311   (1) A $0.00   50088   D    

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
Employee Stock Option (Right to Buy)   $53.83   1/8/2015     A      24450         (2) 1/8/2025   Class A Common Stock   24450   $0.00   24450   D    

Explanation of Responses:
( 1)  Represents the grant of restricted stock units that vest in quarterly installments over four years from the Grant Date, as follows: (a) 2.5% of the shares vest on each of February 20, 2015, May 20, 2015, August 20, 2015 and November 20, 2015; then (b) 5.0% of the shares vest on each of February 20, 2016, May 20, 2016, August 20, 2016 and November 20, 2016; then (c) 7.5% of the shares vest on each of February 20, 2017, May 20, 2017, August 20, 2017 and November 20, 2017; and then (d) 10.0% of the shares vest on each of February 20, 2018, May 20, 2018, August 20, 2018 and November 20, 2018.
( 2)  The shares underlying the stock option vest in monthly installments over four years from the Grant Date, as follows: (a) 10% of the shares vest ratably on a monthly basis over the 12 month period following the Grant Date; then (b) 20% of the shares vest ratably on a monthly basis over the following 12 month period; then (c) 30% of the shares vest ratably on a monthly basis over the following 12 month period; and then (d) 40% of the shares vest ratably on a monthly basis over the following 12 month period, such that all of the shares will be vested as of the four year anniversary of the Grant Date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Nachman Joseph R
C/O YELP INC.
140 NEW MONTGOMERY ST., 9TH FL.
SAN FRANCISCO, CA 94105

SVP, Revenue

Signatures
/s/ Donna Hammer, Attorney-in-fact 1/12/2015
** 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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