YELP INC — Director's Dealing 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: YELP INC (YELP)
CIK: 0001345016
Period of Report: 2014-02-18

Reporting Person: FENTON PETER H (Director)

Non-Derivative Transactions

Derivative Transactions

Footnotes

F1: Shares are owned directly by Benchmark Capital Partners V, L.P. ("BCP V").

F2: Shares are owned directly by Benchmark Founders' Fund V, L.P. ("BFF V").

F3: Shares are owned directly by Benchmark Founders' Fund V-A, L.P. ("BFF V-A").

F4: Shares are owned directly by Benchmark Founders' Fund V-B, L.P. ("BFF V-B").

F5: Benchmark Capital Management Co. V, L.L.C. ("BCMC V"), the general partner of each of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have had the sole voting and dispositive power over the 1,000,000 shares of the Issuer's Class A Common Stock being distributed by BCP V and its affiliated funds and associated persons (the "Benchmark V Funds"). BCMC V and each of its managing members disclaim beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that BCMC V and its managing members are the beneficial owner of these shares for purposes of Section 16 or any other purpose.

F6: Represents a pro-rata, in-kind distribution by the Benchmark V Funds, without additional consideration, to their respective partners, members and assignees.

F7: Upon the pro-rata distribution by the Benchmark V Funds being reported hereunder, each share of Class B Common Stock distributed was automatically converted into one share of Class A Common Stock.

F8: 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 represent 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.

F9: In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock (i) upon such date as is specified by the affirmative vote or written consent of the holders of at least 66 2/3% of the outstanding shares of Class B Common Stock, (ii) upon any transfer, whether or not for value (subject to certain exceptions), or (iii) 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.

F10: Shares are owned directly by Peter H. Fenton's family trust.

F11: Shares are owned directly by Benchmark Capital Holdings Co., L.L.C., which serves as the Benchmark V Funds' management company and is under common control with BCMC V.

F12: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.6 to $92.75, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 12 to this Form 4.