As filed with the Securities and Exchange Commission on May 6, 2016 Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________

YELP INC.
(Exact name of Registrant as specified in its charter)

Delaware 20-1854266
(State or other jurisdiction of Incorporation or organization) (I.R.S. Employer Identification No.)

140 New Montgomery Street, 9 th Floor
San Francisco, California 94105
(Address of principal executive offices) (Zip code)
_____________

2012 Equity Incentive Plan, As Amended
(Full title of the plan)
_____________

Laurence Wilson
Senior Vice President & General Counsel
Yelp Inc.
140 New Montgomery Street, 9 th Floor
San Francisco, California 94105
(415) 908-3801
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
_____________

Copies to:

David G. Peinsipp
Cooley LLP
101 California Street, 5 th Floor
San Francisco, California 94111
(415) 693-2000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

      Large accelerated filer  ☒ Accelerated filer ☐
      Non-accelerated filer ☐ (Do not check if a smaller reporting company)       Smaller reporting company   ☐


CALCULATION OF REGISTRATION FEE

Proposed
Maximum Proposed Maximum
Title of Securities Amount to be Offering Aggregate Amount of
to be Registered Registered(1) Price per Share Offering Price Registration Fee
Class A Common Stock, par value 3,000,000 $20.80 (2) $62,400,000.00 (2) $6,283.68
$0.000001 per share

(1)      Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Registrant’s Class A Common Stock that become issuable under the plan set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Registrant’s Class A Common Stock.
 
(2) Estimated in accordance with Rules 457(c) and (h) promulgated under the Securities Act solely for the purpose of calculating the registration fee on the basis of $20.80 per share, the average of the high and low prices of the Registrant’s Class A Common Stock on April 29, 2016 as reported on the New York Stock Exchange.


EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 3,000,000 shares of Class A Common Stock of Yelp Inc. (the “Registrant”) issuable pursuant to the Yelp Inc. 2012 Equity Incentive Plan, as amended (the “2012 Plan”). These additional shares of Class A Common Stock are securities of the same class as other securities for which an original registration statement on Form S-8 (File No. 333-180221) was filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 19, 2012. These additional shares of Class A Common Stock became reserved for issuance upon stockholder approval of an amendment to the 2012 Plan to increase the aggregate number of shares of Class A Common Stock that may be issued pursuant to awards under the 2012 Plan at the Registrant’s 2016 Annual Meeting of Stockholders.

PART II

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Registrant with the Securities and Exchange Commission are incorporated by reference into this Registration Statement:

(a) The contents of the earlier registration statements on Form S-8 relating to the 2012 Plan, previously filed with the SEC on March 19, 2012 (File No. 333-180221), March 26, 2013 (File No. 333-187545), October 31, 2013 (File No. 333-192016), March 3, 2014 (File No. 333-194260), February 27, 2015 (File No. 333-202332) and February 24, 2016 (File No. 333-209683);

(b) The description of the Registrant’s Class A Common Stock contained in a registration statement on Form 8-A filed with the SEC on February 27, 2012 (File No. 001-35444) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description;

(c) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015, which includes audited financial statements for the Registrant’s latest fiscal year, filed with the SEC on February 24, 2016;

(d) The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed with the SEC on May 6, 2016; and

(e) The Registrant’s Current Reports on Form 8-K filed with the SEC on February 8, 2016 (except the information and exhibit furnished under Items 2.02 and 9.01), March 11, 2016, April 18, 2016 and April 21, 2016.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents, except as to any portion of any future annual, quarterly or current report of the Registrant or document that is not deemed filed under such provisions. Unless expressly incorporated into this Registration Statement, a report (or portion thereof) “furnished” on Form 8-K shall not be incorporated by reference into this Registration Statement. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.


ITEM 8. EXHIBITS

Filed
Incorporated by Reference Herewith
Exhibit
Number 		Exhibit Description Form File No. Exhibit Filing Date
3.1        Amended and Restated Certificate of Incorporation of Yelp Inc.        8-K        001-35444        3.1        3/9/2012       
3.2 Amended and Restated Bylaws of Yelp Inc. S-1/A 333-178030 3.4 2/3/2012
4.1 Reference is made to Exhibits 3.1 and 3.2.
4.2   Form of Class A Common Stock Certificate. S-1/A 333-178030 4.1 2/3/2012
4.3 Form of Class B Common Stock Certificate. S-1/A 333-178030 4.2 2/3/2012
5.1 Opinion of Cooley LLP. X
23.1 Consent of Cooley LLP (included in Exhibit 5.1). X
23.2 Consent of Independent Registered Public Accounting Firm. X
24.1 Power of Attorney (included on signature page). X
99.1 2012 Equity Incentive Plan, as amended. 8-K 001-35444 10.1 4/18/2016
99.2 Form of Option Agreement and Grant Notice and RSU Award Agreement and Grant Notice under the 2012 Equity Incentive Plan, as amended. S-1/A 333-178030 10.17 2/3/2012


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on this 6 th of May, 2016.

YELP INC.
 
By:   /s/ Jeremy Stoppelman

Jeremy Stoppelman

Chief Executive Officer

POWER OF ATTORNEY

K NOW A LL P ERSONS B Y T HESE P RESENTS , that each person whose signature appears below constitutes and appoints Geoff Donaker and Laurence Wilson, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her, and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature Title Date
/s/ Jeremy Stoppelman Chief Executive Officer and Director   May 6, 2016
Jeremy Stoppelman       (Principal Executive Officer)      
 
/s/ Geoff Donaker Chief Operating Officer and Director May 6, 2016
Geoff Donaker  
 
/s/ Rob Krolik Chief Financial Officer May 6, 2016
Rob Krolik (Principal Financial and Accounting Officer)
 
/s/ Diane Irvine Chairperson May 6, 2016
Diane Irvine
 
/s/ Fred Anderson Director May 6, 2016
Fred Anderson
 
/s/ Peter Fenton Director May 6, 2016
Peter Fenton
 
/s/ Robert Gibbs Director May 6, 2016
Robert Gibbs
 
/s/ Jeremy Levine Director May 6, 2016
Jeremy Levine
 
/s/ Mariam Naficy Director May 6, 2016
Mariam Naficy


EXHIBIT INDEX

Filed
Incorporated by Reference Herewith
Exhibit
Number 		Exhibit Description Form File No. Exhibit Filing Date
3.1        Amended and Restated Certificate of Incorporation of Yelp Inc.        8-K        001-35444        3.1        3/9/2012       
3.2 Amended and Restated Bylaws of Yelp Inc. S-1/A 333-178030 3.4 2/3/2012
4.1 Reference is made to Exhibits 3.1 and 3.2.
4.2   Form of Class A Common Stock Certificate. S-1/A 333-178030 4.1 2/3/2012
4.3 Form of Class B Common Stock Certificate. S-1/A 333-178030 4.2 2/3/2012
5.1 Opinion of Cooley LLP. X
23.1 Consent of Cooley LLP (included in Exhibit 5.1). X
23.2 Consent of Independent Registered Public Accounting Firm. X
24.1 Power of Attorney (included on signature page). X
99.1 2012 Equity Incentive Plan, as amended. 8-K 001-35444 10.1 4/18/2016
99.2 Form of Option Agreement and Grant Notice and RSU Award Agreement and Grant Notice under the 2012 Equity Incentive Plan. S-1/A 333-178030 10.17 2/3/2012


Exhibit 5.1


David G. Peinsipp
T: +1 415 693 2177
dpeinsipp@cooley.com

May 6, 2016

Yelp Inc.
140 New Montgomery Street, 9 th Floor
San Francisco, CA 94105

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection with the filing by Yelp Inc., a Delaware corporation (the “ Company ”), of a Registration Statement on Form S-8 (the “ Registration Statement ”) with the Securities and Exchange Commission covering the offering of up to 3,000,000 shares of the Company’s Class A common stock, par value $0.000001 (the “ Shares ”) pursuant to the Company’s 2012 Equity Incentive Plan (the “ 2012 EIP ”).

In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related prospectus, (b) the 2012 EIP, (c) the Company’s Amended and Restated Certificate of Incorporation and Bylaws, as currently in effect, and (d) such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals; the conformity to originals of all documents submitted to us as copies; the accuracy, completeness and authenticity of certificates of public officials; and the due authorization, execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought independently to verify such matters.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the 2012 EIP and the Registration Statement and related prospectus, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

We consent to the filing of this opinion as an exhibit to the Registration Statement.

Sincerely,

Cooley LLP

By:    /s/ David G. Peinsipp
David G. Peinsipp


Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports relating to the financial statements of Yelp Inc. and the effectiveness of Yelp Inc.’s internal control over financial reporting dated February 24, 2016, appearing in the Annual Report on Form 10-K of Yelp Inc. for the year ended December 31, 2015.

/S/ DELOITTE & TOUCHE LLP

San Francisco, California
May 6, 2016