SEC FORM 4

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^*

KAVNER ROBERT M

(Last)

(First)

(Middle)

74 NORTH PASADENA AVENUE

3RD FLOOR

(Street)

PASADENA

91103

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OVERTURE SERVICES INC [ OVER ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/07/2003

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/07/2003		D		22,000	D	⁽¹⁾	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options to buy Common Stock	$23.43	10/07/2003		D			20,000	⁽²⁾	05/24/2008	Common Stock	20,000	⁽²⁾	0	D
Options to buy Common Stock	$23.43	10/07/2003		D			30,000	⁽³⁾	05/24/2008	Common Stock	30,000	⁽³⁾	0	D
Options to buy Common Stock	$18.1	10/07/2003		D			20,000	⁽⁴⁾	05/22/2009	Common Stock	20,000	⁽⁴⁾	0	D
Options to buy Common Stock	$13.94	10/07/2003		D			10,000	⁽⁵⁾	05/22/2010	Common Stock	10,000	⁽⁵⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to merger agreement between issuer and Yahoo! in exchange for (i) 13,437 shares of Yahoo! common stock having a market value of $38.93 on the effective date of the merger and (ii) $4.75 in cash per share.

2. This option, which provided for quarterly vesting beginning May 24, 2001, was assumed by Yahoo! in the merger and replaced with an option to purchase 14,732 shares of Yahoo! common stock for approximately $31.81 per share.

3. This option, which provided for quarterly vesting beginning May 24, 2001, was assumed by Yahoo! in the merger and replaced with an option to purchase 22,099 shares of Yahoo! common stock for approximately $31.81 per share.

4. This option, which provided for quarterly vesting beginning May 23, 2002, was assumed by Yahoo! in the merger and replaced with an option to purchase 14,732 shares of Yahoo! common stock for approximately $24.58 per share.

5. This option, which provided for as to 1/3 of the shares on the one year anniversary of the date of grant and quarterly vesting thereafter, was assumed by Yahoo! in the merger and replaced with an option to purchase 7,366 shares of Yahoo! common stock for approximately $18.93 per share.

Remarks:

	Robert M Kavner - Power of Attorney/Todd L. Tappin	10/09/2003
	** 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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