Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Baker Charles
 2. Date of Event Requiring Statement (Month/Day/Year)
05/09/2016		 3. Issuer Name and Ticker or Trading Symbol
YELP INC [YELP]
(Last)
(First)
(Middle)
140 NEW MONTGOMERY ST, 9TH FLOOR		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN FRANCISCO, CA 94105		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock 129,038 (1)
D
 
Class A Common Stock 3,500
I (2)
See Footnote (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   (3) 05/02/2026 Class A Common Stock 281,150 $ 21.51 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Baker Charles
140 NEW MONTGOMERY ST
9TH FLOOR
SAN FRANCISCO, CA 94105		       Chief Financial Officer  

Signatures

/s/ Donna Hammer, Attorney-in-fact 05/20/2016
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Represents the grant of restricted stock units that vest over four years as follows: 25% of the shares vest on May 20, 2017, then quarterly thereafter.
(2) Shares are held by Charles Baker as trustee of his family trust. The Reporting Person holds voting and dispositive power over the shares.
(3) The shares underlying the stock option vest as follows: (a) 25% of the underlying shares vests on the first anniversary of the grant date, and (b) the remainder of the shares vest in equal monthly installments over the following 36 months.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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