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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* BARTZ CAROL (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) 02/25/2011
	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	02/25/2011		A		152,720(1)	A	$0	1,410,244(2)	D
Common Stock	02/25/2011		A		305,440(3)	A	$0	1,715,684	D
Common Stock	02/25/2011		F		14,862(4)	D	$16.5	1,700,822	D
Common Stock	02/25/2011		F		14,706(5)	D	$16.5	1,686,116	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	02/25/2011		A		500,910		(6)	02/25/2018	Common Stock	500,910	(7)	500,910	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 (1/3) of the restricted stock units are scheduled to vest on each of the first, second, and third anniversaries of the date of grant, as long as the reporting person remains in the service of the Company through the respective vesting date.

2. Includes 1,650 shares acquired in May 2010 through the Yahoo! Inc. 1996 Employee Stock Purchase Plan.

3. Represents a grant of performance-based restricted stock units under the Yahoo! Inc. 1995 Stock Plan. The target number of units subject to the award is presented in the table. Subject to certain continued employment requirements and subject to accelerated vesting in certain circumstances, the restricted stock units are scheduled to vest on the third anniversary of the date of grant if the Company meets certain financial performance objectives. The number of units that vest may be 0% to 200% of the target number of units, depending upon performance. The maximum number of units that may vest is 610,880. Vested restricted stock units will be paid in an equal number of shares of Yahoo! Inc. common stock.

4. Represents shares withheld by Yahoo! Inc. to satisfy tax withholding obligations in connection with the vesting of 40,518 shares of restricted stock granted to the reporting person on February 25, 2009.

5. Represents shares withheld by Yahoo! Inc. to satisfy tax withholding obligations in connection with the vesting of 35,808 shares of restricted stock granted to the reporting person on February 25, 2010.

6. Subject to accelerated vesting in certain circumstances, one-third (1/3) of this stock option is scheduled to vest and become exercisable on each of the first, second, and third anniversaries of the date of grant, as long as the reporting person remains in the service of the Company through the respective vesting date.

7. Not Applicable.

	/s/ Carol Bartz	03/01/2011
	** Signature of Reporting Person	Date
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