SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Kothari Aman S

(Last) (First) (Middle)
C/O YAHOO! INC.
701 FIRST AVENUE

(Street)
SUNNYVALE CA 94089

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
YAHOO INC [ YHOO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, Global Controller & CAO
3. Date of Earliest Transaction (Month/Day/Year)
02/25/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/25/2014 F 2,881(1) D $37.26 89,796 D
Common Stock 02/25/2014 F 1,626(2) D $37.26 88,170 D
Common Stock 02/25/2014 M(3) 14,193 A $16.5 102,363 D
Common Stock 02/25/2014 S(3) 14,193 D $37.2283(4) 88,170 D
Common Stock 02/25/2014 F 4,877(5) D $37.26 83,293 D
Common Stock 02/25/2014 D 12,980(6) D $0 70,313 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $16.5 02/25/2014 M(3) 14,193 (7) 02/25/2018 Common Stock 14,193 (8) 0 D
Explanation of Responses:
1. Represents shares withheld by Yahoo! Inc. (the "Company") to satisfy tax withholding obligations in connection with the vesting of 7,500 restricted stock units granted to the reporting person on February 25, 2010.
2. Represents shares withheld by the Company to satisfy tax withholding obligations in connection with the vesting of 4,327 restricted stock units granted to the reporting person on February 25, 2011.
3. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in August 2013.
4. This transaction was executed in multiple trades during the day at prices ranging from $37.16 to $37.29. The weighted-average price is reported above. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
5. Represents shares withheld by the Company to satisfy tax withholding obligations in connection with the vesting of 12,980 restricted stock units granted to the reporting person on February 25, 2011.
6. Represents the forfeiture of performance-based restricted stock units granted to the reporting person on February 25, 2011 that were eligible to vest based on certain financial performance objectives. Upon grant, the target vesting amount was reported in Table 1 of Form 4. On February 27, 2012, the Company determined that, based on the Company's performance over the applicable performance period, 12,980 stock units would vest on the award's scheduled vesting date (the third anniversary of the date of grant) and 12,980 stock units would be forfeited.
7. This option, originally representing a right to purchase 42,580 shares, became exercisable as to one-third (1/3) of the shares on February 25, 2012 (the first anniversary of the date of grant), with the remainder becoming exercisable in 2 equal annual installments thereafter.
8. Not Applicable.
/s/ Aman S. Kothari 02/27/2014
** 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 4 (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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