Ownership Submission
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

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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
Stoppelman Jeremy
   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
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
C/O YELP INC., 140 NEW MONTGOMERY ST., 9TH FL.		 3. Date of Earliest Transaction (Month/Day/Year)
09/22/2016
(Street)

SAN FRANCISCO, CA 94105		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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
Common Stock 09/22/2016   A(1)   3,986,310 A $ 0 3,986,310 I (2) See Footnote (2)
Common Stock 09/23/2016   S(3)   263,000 D $ 40 3,723,310 I (2) See Footnote (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(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 $ 0 (1) 09/22/2016   C(1)     3,986,310   (1)   (1) Common Stock 3,986,310 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 7.16 09/22/2016   J(4)     1,601,039   (5) 01/05/2021 Class B Common Stock 1,601,039 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 7.16 09/22/2016   J(4)   1,601,039     (5) 01/05/2021 Common Stock 1,601,039 $ 0 1,601,039 D  
Employee Stock Option (Right to Buy) $ 21.18 09/22/2016   J(4)     575,000   (6) 02/05/2023 Class A Common Stock 575,000 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 21.18 09/22/2016   J(4)   575,000     (6) 02/05/2023 Common Stock 575,000 $ 0 575,000 D  
Employee Stock Option (Right to Buy) $ 21.18 09/22/2016   J(4)     90,000   (5) 02/05/2023 Class A Common Stock 90,000 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 21.18 09/22/2016   J(4)   90,000     (5) 02/05/2023 Common Stock 90,000 $ 0 90,000 D  
Employee Stock Option (Right to Buy) $ 53.83 09/22/2016   J(4)     32,600   (7) 01/08/2025 Class A Common Stock 32,600 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 53.83 09/22/2016   J(4)   32,600     (7) 01/08/2025 Common Stock 32,600 $ 0 32,600 D  
Employee Stock Option (Right to Buy) $ 20.47 09/22/2016   J(4)     426,200   (8) 03/09/2026 Class A Common Stock 426,200 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 20.47 09/22/2016   J(4)   426,200     (8) 03/09/2026 Common Stock 426,200 $ 0 426,200 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Stoppelman Jeremy
C/O YELP INC.
140 NEW MONTGOMERY ST., 9TH FL.
SAN FRANCISCO, CA 94105		   X   X   Chief Executive Officer  

Signatures

 /s/ Laurence Wilson, Attorney-in-fact   09/23/2016
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On September 22, 2016, each share of the Issuer's outstanding Class A common stock and Class B common stock automatically converted into one share of common stock pursuant to the Issuer's amended and restated certificate of incorporation.
(2) Shares are held by Jeremy Stoppelman as Trustee UA 03/16/10 Jeremy Stoppelman Revocable Trust. The Reporting Person holds voting and dispositive power over the shares.
(3) Shares were sold pursuant to a duly adopted 10b5-1 trading plan.
(4) In connection with the conversion described in footnote (1), outstanding options denominated in Class A or Class B common stock issued under the Issuer's equity incentive plans remain unchanged, except that they now represent the right to receive shares of the single class of common stock rather than shares of Class A or Class B common stock.
(5) Fully vested.
(6) The shares underlying the stock option vest as follows: (a) 10% vest on a monthly basis over the year following the Grant Date of February 5, 2013; (b) 20% vest on a monthly basis over the following year; (c) 30% vest on a monthly basis over the following year; and (d) 40% vest on a monthly basis over the following year.
(7) The shares underlying the stock option vest in equal monthly installments over 24 months following the Grant Date of January 8, 2015.
(8) The shares underlying the stock option vest in equal monthly installments over 24 months following the Grant Date of March 9, 2016.

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

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.