X0306 4 2016-03-07 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 2016-03-07 4 A 0 176678 0 A 2365017 D Common Stock 2016-03-07 4 A 0 176678 0 A 2541695 D Common Stock 2016-03-07 4 D 0 83885 0 D 2457810 D Common Stock 2016-03-07 4 D 0 44710 0 D 2413100 D Common Stock 2016-03-07 4 D 0 39596 0 D 2373504 D Common Stock 2016-03-07 4 F 0 7126 33.96 D 2366378 D Common Stock 2016-03-07 4 F 0 3798 33.96 D 2362580 D Common Stock 2016-03-07 4 F 0 3364 33.96 D 2359216 D Employee Stock Option (Right to Buy) 18.87 2016-03-07 4 D 0 403615 0 D 2019-11-29 Common Stock 403615 2503608 D Represents a grant of restricted stock units under the Yahoo! Inc. ("Company") 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, the restricted stock units are scheduled to vest in 36 equal monthly installments, 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. 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 is scheduled to vest annually, following each of the 2016, 2017, and 2018 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 353,356 (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 March 7, 2016, the Company determined that, based on the Company's performance over the applicable performance period, 13,655 stock units would vest and 83,885 stock units would be forfeited. Represents the forfeiture of performance-based restricted stock units granted to the reporting person on February 27, 2014 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 March 7, 2016, the Company determined that, based on the Company's performance over the applicable performance period, 7,278 stock units would vest and 44,710 stock units would be forfeited. Represents the forfeiture of performance-based restricted stock units granted to the reporting person on March 6, 2015 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 March 7, 2016, the Company determined that, based on the Company's performance over the applicable performance period, 6,445 stock units would vest and 39,596 stock units would be forfeited. Represents shares withheld by the Company to satisfy tax withholding obligations in connection with the vesting of 13,655 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 7,278 restricted stock units granted to the reporting person on February 27, 2014. Represents shares withheld by the Company to satisfy tax withholding obligations in connection with the vesting of 6,445 restricted stock units granted to the reporting person on March 6, 2015. 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 March 7, 2016, the Company determined that, based on the Company's performance over the applicable performance period, 357,922 options would vest and 403,615 options would be forfeited. As of March 7, 2016, 2,200,841 options have vested and a target amount of 761,538 options remains eligible to vest. Subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances, up to 100% of the remaining target amount is scheduled to vest on January 26, 2017 depending on the extent to which the Company meets certain financial performance goals. Not applicable. /s/ Marissa A. Mayer 2016-03-09