SEC FORM 3/A

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Warren Miriam

(Last)

(First)

(Middle)

C/O YELP INC.

140 NEW MONTGOMERY ST., 9TH FLOOR

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/11/2021

3. Issuer Name and Ticker or Trading Symbol
YELP INC [ YELP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Diversity Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)
03/11/2021

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	42,431⁽¹⁾	D

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	⁽²⁾	01/02/2025	Common Stock	11,000	55.15	D
Employee Stock Option (Right to Buy)	⁽²⁾	01/04/2026	Common Stock	8,200	27.6	D

Explanation of Responses:

1. Includes an aggregate of 37,367 unvested restricted stock units, which vest as follows: a) 1,059 shares that vest in equal quarterly installments over four years following the grant date of January 16, 2018; b) 3,744 shares that vest in equal quarterly installments over four years following the grant date of January 8, 2019; c) 9,060 shares that vest in equal quarterly installments over four years following the grant date of January 15, 2020; d) 5,511 shares, 37.5% of which will vest on May 20, 2021 and 6.25% of which will vest each quarter thereafter until fully vested; and e) 17,993 shares that vest in equal quarterly installments over four years following the grant date of February 5, 2021.

2. Fully vested.

Remarks:

The Form 3 originally filed on March 11, 2021 reflected the incorrect number of non-derivative securities beneficially owned by the reporting person. As reflected in this amendment, the correct number of non-derivative securities was 42,431 shares. This amendment is intended to replace, in its entirety, the Form 3 filed on March 12, 2021.

	/s/ Elizabeth Prosser, Attorney-in-Fact	05/24/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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