X0306 4 2014-02-27 0001011006 YAHOO INC YHOO 0001550608 MAYER MARISSA A C/O YAHOO! INC. 701 FIRST AVENUE SUNNYVALE CA 94089 1 1 Chief Executive Officer Common Stock 2014-02-27 4 A 0 155965 0 A 2493794 D Common Stock 2014-02-27 4 A 0 155965 0 A 2649759 D Common Stock 2014-02-27 4 D 0 41942 0 D 2607817 D Common Stock 2014-02-27 4 F 0 29010 38.47 D 2578807 D Common Stock 2014-02-28 4 F 0 50387 38.67 D 2528420 D Represents a grant of restricted stock units under the Yahoo! Inc. ("Company") 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 (1/3) of the restricted stock units are scheduled to vest on the first anniversary of the date of grant, with the remainder vesting in 24 equal monthly installments thereafter, as long as the reporting person remains in the service of Yahoo through the respective vesting date. Represents a grant of performance-based restricted stock units under the Yahoo! Inc. 1995 Stock Plan. The target number of units is presented in the table. Subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances, one-third (1/3) of the target number of units are scheduled to vest annually, following each of the 2014, 2015, and 2016 annual performance periods. Each year, the number of units that actually vest will be 0% to 200% of the scheduled amount, depending on the extent to which Yahoo! Inc. meets or exceeds certain financial performance goals. The maximum number of units that may vest over three years is 311,930 (200% of the target number). Vested restricted stock units will be paid in an equal number of shares of Yahoo! Inc. common stock. Represents the forfeiture of performance-based restricted stock units granted to the reporting person on February 28, 2013 that were eligible to vest based on certain financial performance objectives. Upon grant, the target vesting amount was reported in Table I of Form 4. On February 27, 2014, the Company determined that, based on the Company's performance over the applicable performance period, 55,597 stock units would vest and 41,942 stock units would be forfeited. Represents shares withheld by the Company to satisfy tax withholding obligations in connection with the vesting of 55,597 restricted stock units granted to the reporting person on February 28, 2013. Represents shares withheld by the Company to satisfy tax withholding obligations in connection with the vesting of 96,564 restricted stock units granted to the reporting person on February 28, 2013. /s/ Marissa A. Mayer 2014-03-03