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 *
  Patel Vivek
 2. Date of Event Requiring Statement (Month/Day/Year)
03/07/2019		 3. Issuer Name and Ticker or Trading Symbol
YELP INC [YELP]
(Last)
(First)
(Middle)
140 NEW MONTGOMERY ST., 9TH FL		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Product 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 116,324 (1)
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)   (2) 01/02/2025 Common Stock 11,000 $ 55.15 D  
Employee Stock Option (Right to Buy)   (3) 01/04/2026 Common Stock 4,478 $ 27.6 D  
Employee Stock Option (Right to Buy)   (4) 01/03/2027 Common Stock 9,967 $ 38.22 D  
Employee Stock Option (Right to Buy)   (5) 01/16/2028 Common Stock 16,400 $ 43.58 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Patel Vivek
140 NEW MONTGOMERY ST., 9TH FL
SAN FRANCISCO, CA 94105		       Chief Product Officer  

Signatures

/s/ Donna Hammer, Attorney-in-fact 03/15/2019
**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) Includes an aggregate of 92,631 unvested restricted stock units, which vest as follows: a) 4,242 shares that vest in equal quarterly installments over four years following the grant date of January 4, 2016; b) 11,084 shares that vest in equal quarterly installments over four years following the grant date of January 3, 2017; c) 14,553 shares that vest in equal quarterly installments over four years following the grant date of January 16, 2018; d) 42,785 shares that vest in equal quarterly installments over four years following the grant date of January 8, 2019; and e) 19,967 shares that vest in equal quarterly installments over two years following the grant date of January 8, 2019.
(2) Fully vested.
(3) The shares underlying the stock option vest in equal monthly installments over 48 months following the grant date of January 4, 2016.
(4) The shares underlying the stock option vest in equal monthly installments over 48 months following the grant date of January 3, 2017.
(5) The shares underlying the stock option vest in equal monthly installments over 48 months following the grant date of January 16, 2018.

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