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Filing Details

Accession Number:: 0001209191-13-056409
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-12-11 17:55:57
Reporting Period:: 2013-12-09

Filing Date:: 2013-12-11
Accepted Time:: 2013-12-11 17:55:57
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1345016	Yelp Inc	YELP	Services-Personal Services (7200)	201854266

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1539853	R Max Levchin	C/O Yelp Inc. 140 New Montgomery St., 9Th Floor San Francisco CA 94105		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2013-12-09	11,733	$0.00	11,733	No	4	C	Direct
Class A Common Stock	Disposition	2013-12-09	11,133	$63.48	600	No	4	S	Direct
Class A Common Stock	Disposition	2013-12-09	600	$64.06	0	No	4	S	Direct
Class A Common Stock	Acquisiton	2013-12-09	23,465	$0.00	23,465	No	4	C	Indirect	See Footnote
Class A Common Stock	Disposition	2013-12-09	22,165	$63.45	1,300	No	4	S	Indirect	See Footnote
Class A Common Stock	Disposition	2013-12-09	1,300	$64.07	0	No	4	S	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Direct
No	4	S	Direct
No	4	S	Direct
No	4	C	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock	Disposition	2013-12-09	11,733	$0.00	11,733	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2013-12-09	23,465	$0.00	23,465	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2,028,503			No	4	C	Direct
2,738,687			No	4	C	Indirect

Footnotes

Each share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock.
Shares were sold pursuant to a duly adopted 10b5-1 trading plan.
The sales price reported is the weighted average sale price for the number of shares sold. These shares were sold in multiple transactions at prices ranging from $63.00 to $64.00, inclusive. Full information regarding the number of shares sold at each separate price will be supplied upon request by Securities and Exchange Commission Staff, the Issuer or a security holder of the Issuer.
The sales price reported is the weighted average sale price for the number of shares sold. These shares were sold in multiple transactions at prices ranging from $64.01 to $64.07, inclusive. Full information regarding the number of shares sold at each separate price will be supplied upon request by Securities and Exchange Commission Staff, the Issuer or a security holder of the Issuer.
Shares are held by PENSCO Trust Company FBO Max Levchin Roth IRA. The Reporting Person holds voting and dispositive power over the shares.
Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. All Class A Common Stock and Class B Common Stock will convert automatically into Common Stock on the earlier of (i) the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock and (ii) seven years following the effective date of the issuer's initial public offering.
In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock (i) upon any transfer, whether or not for value (subject to certain exceptions), or (ii) in the event of the death or disability (as defined in the amended and restated certificate of incorporation of the issuer) of the Reporting Person, or (iii) upon such date as is specified by the affirmative vote or written consent of at least 66 2/3% of the outstanding shares of Class B Common Stock.
Not applicable.