Diane M Irvine Form 4 YELP / DIANE M IRVINE ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

IRVINE DIANE M

(Last) (First) (Middle)

C/O YELP INC.

140 NEW MONTGOMERY ST., 9TH FLOOR

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
YELP INC [ YELP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2016

4. If Amendment, Date of 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

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
Class A Common Stock	09/22/2016		C(1)		11,612	D	$0.00	0	D
Common Stock	09/22/2016		A(1)		11,612	A	$0.00	11,612	D

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 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: 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
Stock Option (Right to Buy)	$11.4	09/22/2016		J(2)			25,000	(3)	11/13/2021	Class B Common Stock	25,000	$0.00	0	D
Stock Option (Right to Buy)	$11.4	09/22/2016		J(2)		25,000		(3)	11/13/2021	Common Stock	25,000	$0.00	25,000	D
Stock Option (Right to Buy)	$34.77	09/22/2016		J(2)			10,000	(4)	06/28/2023	Class A Common Stock	10,000	$0.00	0	D
Stock Option (Right to Buy)	$34.77	09/22/2016		J(2)		10,000		(4)	06/28/2023	Common Stock	10,000	$0.00	10,000	D
Stock Option (Right to Buy)	$42.44	09/22/2016		J(2)			10,000	(5)	07/01/2025	Class A Common Stock	10,000	$0.00	0	D
Stock Option (Right to Buy)	$42.44	09/22/2016		J(2)		10,000		(5)	07/01/2025	Common Stock	10,000	$0.00	10,000	D

Explanation of Responses:

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. 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.

3. Fully vested.

4. The shares underlying the stock option vest in equal monthly installments over 48 months following the grant date of June 28, 2013.

5. The shares underlying the stock option vest in equal monthly installments over 48 months following the grant date of July 1, 2015.

Remarks:

	/s/ Laurence Wilson, Attorney-in-Fact	09/23/2016
	** 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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