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

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(Print or Type Responses)

1. Name and Address of Reporting Person * Wilson Laurence   2. Issuer Name and Ticker or Trading Symbol YELP INC [YELP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP, Legal & User Operations (Last) (First) (Middle) C/O YELP INC., 140 NEW MONTGOMERY ST., 9TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 01/08/2015 (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 Class A Common Stock 01/08/2015   A   40,311 (1) A $ 0 60,311 D

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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

Employee Stock Option (Right to Buy)

$ 53.83

01/08/2015

A

24,450

(2)

01/08/2025

Class A Common Stock

24,450

$ 0

24,450

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Wilson Laurence C/O YELP INC. 140 NEW MONTGOMERY ST., 9TH FLOOR SAN FRANCISCO, CA 94105			SVP, Legal & User Operations

Signatures

/s/ Donna Hammer, Attorney-in-fact		01/12/2015
**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)	Represents the grant of restricted stock units that vest in quarterly installments over four years from the Grant Date, as follows: (a) 2.5% of the shares vest on each of February 20, 2015, May 20, 2015, August 20, 2015 and November 20, 2015; then (b) 5.0% of the shares vest on each of February 20, 2016, May 20, 2016, August 20, 2016 and November 20, 2016; then (c) 7.5% of the shares vest on each of February 20, 2017, May 20, 2017, August 20, 2017 and November 20, 2017; and then (d) 10.0% of the shares vest on each of February 20, 2018, May 20, 2018, August 20, 2018 and November 20, 2018.
(2)	The shares underlying the stock option vest in monthly installments over four years from the Grant Date, as follows: (a) 10% of the shares vest ratably on a monthly basis over the 12 month period following the Grant Date; then (b) 20% of the shares vest ratably on a monthly basis over the following 12 month period; then (c) 30% of the shares vest ratably on a monthly basis over the following 12 month period; and then (d) 40% of the shares vest ratably on a monthly basis over the following 12 month period, such that all of the shares will be vested as of the four year anniversary of the Grant Date.

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