YELP INC — Director's Dealing 2019

Feb 22, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: YELP INC (YELP)
CIK: 0001345016
Period of Report: 2019-02-20

Reporting Person: Ramsay Alan (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-20	Common Stock	F	1204	$38.75	Disposed	33750	Direct
2019-02-21	Common Stock	M	11250	$19.96	Acquired	45000	Direct
2019-02-21	Common Stock	M	4484	$27.60	Acquired	49484	Direct
2019-02-21	Common Stock	S	19774	$38.2736	Disposed	29710	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-21	Stock Option (Right to Buy)	$19.96	M	11250	Disposed	2022-07-31	Common Stock (11250)	Direct
2019-02-21	Stock Option (Right to Buy)	$27.60	M	4484	Disposed	2026-01-04	Common Stock (4484)	Direct

Footnotes

F1: Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of certain RSUs, previously reported in Table I following the date of grant.

F2: 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 $38.25 to $38.31, 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.

F3: Fully vested.

F4: The shares underlying the stock option vest in equal monthly installments over 48 months following the grant date of 1/4/16.