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*
MAYER MARISSA A
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
07/26/2013
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 07/26/2013 F 66,050(1) D $28.11 2,494,696 D
Common Stock 07/26/2013 F 99,075(2) D $28.11 2,395,621 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) $18.87 07/26/2013 D 30,462(3) (4) 11/29/2019 Common Stock 30,462 (5) 1,492,613 D
Employee Stock Option (Right to Buy) $18.87 07/26/2013 D 45,692(6) (7) 11/29/2019 Common Stock 45,692 (5) 3,761,994 D
Explanation of Responses:
1. Represents shares withheld by Yahoo! Inc. to satisfy tax withholding obligations in connection with the vesting of 126,582 restricted stock units granted to the reporting person on July 26, 2012.
2. Represents shares withheld by Yahoo! Inc. to satisfy tax withholding obligations in connection with the vesting of 189,873 restricted stock units granted to the reporting person on July 26, 2012.
3. Represents the forfeiture of performance-based stock options granted to the reporting person on November 29, 2012 that were eligible to vest based on certain financial performance objectives. Upon grant, the target vesting amount was reported in Table II of Form 4. On July 24, 2013, Yahoo! Inc. determined that, based on the company's performance over the applicable performance period, 477,229 options would vest and 30,462 options would be forfeited.
4. As of July 26, 2013, 477,229 options have vested and a target amount of 1,015,384 options remains eligible to vest. Subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances, up to one-half (1/2) of the remaining target amount is scheduled to vest on each of January 26, 2014, and January 26, 2015 depending on the extent to which the Company meets certain financial performance goals.
5. Not Applicable.
6. Represents the forfeiture of performance-based stock options granted to the reporting person on November 29, 2012 that were eligible to vest based on certain financial performance objectives. Upon grant, the target vesting amount was reported in Table II of Form 4. On July 24, 2013, Yahoo! Inc. determined that, based on the company's performance over the applicable performance period, 715,845 options would vest and 45,692 options would be forfeited.
7. As of July 26, 2013, 715,845 options have vested and a target amount of 3,046,149 options remains eligible to vest. Subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances, up to one-fourth (1/4) of the remaining target amount is scheduled to vest on each of January 26, 2014, January 26, 2015, January 26, 2016 and January 26, 2017 depending on the extent to which the Company meets certain financial performance goals.
/s/ Marissa A. Mayer 07/30/2013
** 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).
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