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*
Rosen Miyuki

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

(Street)
SUNNYVALE CA 94089

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/12/2012
3. Issuer Name and Ticker or Trading Symbol
YAHOO INC [ YHOO ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, Global Media & Commerce
5. 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 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 10,689 D
Common Stock 37,500 (1) D
Common Stock 9,160 (2) D
Common Stock 13,745 (3) D
Common Stock 35,000 (4) D
Common Stock 31,750 (5) 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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option ( right to buy ) (6) 02/25/2018 Common Stock 150,000 16.5 D
Employee Stock Option ( right to buy ) (7) 02/25/2018 Common Stock 45,080 16.5 D
Employee Stock Option (right to buy ) (8) 02/27/2019 Common Stock 125,940 14.86 D
Explanation of Responses:
1. Represents a grant of restricted stock units under the Yahoo! Inc. 1995 Stock Plan. Each restricted stock. unit represents the contingent right to receive, upon vesting of the unit, one share of Yahoo! Inc. ("Company") common stock. Subject to accelerated vesting in certain circumstances, one-third of the units is scheduled to vest on February 27, 2013, with the remainder vesting in equal annual installments thereafter through February 27, 2015, as long as the reporting person remains in the service of the Company through the respective vesting date.
2. Represents a grant of restricted stock units under the Yahoo! Inc. 1995 Stock Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of Yahoo! Inc. common stock. Subject to accelerated vesting in certain circumstances, one-half of the units is scheduled to vest on February 25, 2013, with the remainder vesting on February 25, 2014, as long as the reporting person remains in the service of the Company through the respective vesting date.
3. Represents a grant of restricted stock units under the Yahoo! Inc. 1995 Stock Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of Yahoo! Inc. common stock. Subject to accelerated vesting in certain circumstances, all of the units are scheduled to vest on February 25, 2014 as long as the reporting person remains in the service of the Company through the vesting date.
4. Represents a grant of restricted stock units under the Yahoo! Inc. 1995 Stock Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of Yahoo! Inc. common stock. Subject to accelerated vesting in certain circumstances, all of the units are scheduled to vest on October 25, 2013 as long as the reporting person remains in the service of the company through the vesting date.
5. Represents a grant of restricted stock units under the Yahoo! Inc. 1995 Stock Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of Yahoo! Inc. common stock. Subject to accelerated vesting in certain circumstances, one-third of the units is scheduled to vest on February 27, 2013, with the remainder vesting in equal annual installments thereafter through February 27, 2015 as long as the reporting person remains in the service of the Company through the respective vesting date.
6. One-fourth of this option was exercisable as of July 12, 2012. An additional one-eighth of the option became exercisable on July 18, 2012 and, subject to accelerated vesting in certain circumstances, the remainder of the option is scheduled to become exercisable in equal semi-annual installments thereafter through January 18, 2015 as long as the reporting person remains in the service of the Company through the vesting date.
7. One-third of this option is currently exercisable. Subject to accelerated vesting in certain circumstances, an additional one-third of the option is scheduled to become exercisable on February 25, 2013, with the remainder becoming exercisable on February 25, 2014, as long as the reporting person remains in the service of the Company through the vesting date.
8. Subject to accelerated vesting in certain circumstances, one-third of this option is scheduled to become exercisable on February 27, 2013, with the remainder becoming exercisable in equal annual installments thereafter through February 27, 2015 as long as the reporting person remains in the service of the Company through the respective vesting date.
/s/ Miyuki Rosen 07/23/2012
** 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).
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