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 *
  Ramsay Alan
 2. Date of Event Requiring Statement (Month/Day/Year)
03/16/2017		 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 Accounting 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)
Common Stock 21,708
D
 

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)   (1) 07/31/2022 Common Stock 11,250 $ 19.96 D  
Employee Stock Option (Right to Buy)   (2) 06/30/2024 Common Stock 4,250 $ 76.68 D  
Employee Stock Option (Right to Buy)   (3) 01/04/2026 Common Stock 6,150 $ 27.6 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ramsay Alan
140 NEW MONTGOMERY ST.
9TH FLOOR
SAN FRANCISCO, CA 94105		       Chief Accounting Officer  

Signatures

/s/ Donna Hammer, Attorney-in-fact 03/23/2017
**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) Fully vested.
(2) The shares underlying the stock option vest as follows: (a) 10% vest on a monthly basis over the year following the grant date of June 30, 2014; (b) 20% vested on a monthly basis over the following year; (c) 30% vests on a monthly basis over the following year; and (d) 40% vests on a monthly basis over the following year, such that all of the shares underlying the stock option shall be vested as of the fourth anniversary of the grant date.
(3) The shares underlying the stock option vest in equal monthly installments over 48 months following the grant date of January 4, 2016.

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