-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UojzDN2HAuVaK6CVxfMGu0357kHvXPZTyX67Y0rtCpe0QyUG6hKbl3TepIr4Jwro hMlEhwzonJ0SkkHD35Icyg== 0001104659-09-052698.txt : 20090831 0001104659-09-052698.hdr.sgml : 20090831 20090831190126 ACCESSION NUMBER: 0001104659-09-052698 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090827 FILED AS OF DATE: 20090831 DATE AS OF CHANGE: 20090831 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: YAHOO INC CENTRAL INDEX KEY: 0001011006 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 770398689 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: YAHOO! INC. STREET 2: 701 FIRST AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 4083493300 MAIL ADDRESS: STREET 1: 701 FIRST AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94089 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICAHN CARL C CENTRAL INDEX KEY: 0000921669 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28018 FILM NUMBER: 091047164 BUSINESS ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP. STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-702-4300 MAIL ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP. STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 FORMER NAME: FORMER CONFORMED NAME: ICAHN CARL C ET AL DATE OF NAME CHANGE: 19950612 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HIGH RIVER LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000928464 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28018 FILM NUMBER: 091047163 BUSINESS ADDRESS: STREET 1: 445 HAMILTON AVENUE STREET 2: SUITE 1210 CITY: WHITE PLAINS STATE: NY ZIP: 10601 BUSINESS PHONE: 914-614-7000 MAIL ADDRESS: STREET 1: 445 HAMILTON AVENUE STREET 2: SUITE 1210 CITY: WHITE PLAINS STATE: NY ZIP: 10601 FORMER NAME: FORMER CONFORMED NAME: HIGH RIVER LIMITED PARTNERSHIP /NY/ DATE OF NAME CHANGE: 19990517 FORMER NAME: FORMER CONFORMED NAME: HIGH RIVER LIMITED PARTNERSHIP DATE OF NAME CHANGE: 19950526 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICAHN PARTNERS LP CENTRAL INDEX KEY: 0001313666 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28018 FILM NUMBER: 091047159 BUSINESS ADDRESS: STREET 1: 445 HAMILTON AVENUE STREET 2: SUITE 1210 CITY: WHITE PLAINS STATE: NY ZIP: 10601 BUSINESS PHONE: 914-614-7000 MAIL ADDRESS: STREET 1: 445 HAMILTON AVENUE STREET 2: SUITE 1210 CITY: WHITE PLAINS STATE: NY ZIP: 10601 FORMER NAME: FORMER CONFORMED NAME: Icahn Partners L P DATE OF NAME CHANGE: 20050107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICAHN PARTNERS MASTER FUND LP CENTRAL INDEX KEY: 0001322827 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28018 FILM NUMBER: 091047162 BUSINESS ADDRESS: STREET 1: C/O WALKER HOUSE STREET 2: 87 MARY STREET CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-9001 BUSINESS PHONE: 011 345 949-0100 MAIL ADDRESS: STREET 1: C/O WALKER HOUSE STREET 2: 87 MARY STREET CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-9001 FORMER NAME: FORMER CONFORMED NAME: Icahn Partners Master Fund LP DATE OF NAME CHANGE: 20050405 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICAHN PARTNERS MASTER FUND III L.P. CENTRAL INDEX KEY: 0001414179 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28018 FILM NUMBER: 091047160 BUSINESS ADDRESS: STREET 1: C/O WALKER HOUSE STREET 2: 87 MARY STREET CITY: GRAND CAYMAN, CAYMAN ISLANDS STATE: E9 ZIP: KY1-9001 BUSINESS PHONE: 914-614-7000 MAIL ADDRESS: STREET 1: C/O WALKER HOUSE STREET 2: 87 MARY STREET CITY: GRAND CAYMAN, CAYMAN ISLANDS STATE: E9 ZIP: KY1-9001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICAHN PARTNERS MASTER FUND II L.P. CENTRAL INDEX KEY: 0001414181 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28018 FILM NUMBER: 091047161 BUSINESS ADDRESS: STREET 1: C/O WALKER HOUSE STREET 2: 87 MARY STREET CITY: GRAND CAYMAN, CAYMAN ISLANDS STATE: E9 ZIP: KY1-9001 BUSINESS PHONE: 914-614-7000 MAIL ADDRESS: STREET 1: C/O WALKER HOUSE STREET 2: 87 MARY STREET CITY: GRAND CAYMAN, CAYMAN ISLANDS STATE: E9 ZIP: KY1-9001 FORMER NAME: FORMER CONFORMED NAME: ICAHN PARTNERS MASTER FUND II LP DATE OF NAME CHANGE: 20071003 4 1 a4.xml 4 X0303 4 2009-08-27 0 0001011006 YAHOO INC YHOO 0000921669 ICAHN CARL C C/O ICAHN ASSOCIATES CORP. 767 FIFTH AVENUE, 47TH FLOOR NEW YORK NY 10153 1 0 0 0 0000928464 HIGH RIVER LIMITED PARTNERSHIP C/O ICAHN ASSOCIATES CORP. 767 FIFTH AVENUE, 47TH FLOOR NEW YORK NY 10153 1 0 0 0 0001322827 ICAHN PARTNERS MASTER FUND LP C/O ICAHN ASSOCIATES CORP. 767 FIFTH AVENUE, 47TH FLOOR NEW YORK NY 10153 1 0 0 0 0001414181 ICAHN PARTNERS MASTER FUND II L.P. C/O ICAHN ASSOCIATES CORP. 767 FIFTH AVENUE, 47TH FLOOR NEW YORK NY 10153 1 0 0 0 0001414179 ICAHN PARTNERS MASTER FUND III L.P. C/O ICAHN ASSOCIATES CORP. 767 FIFTH AVENUE, 47TH FLOOR NEW YORK NY 10153 1 0 0 0 0001313666 ICAHN PARTNERS LP C/O ICAHN ASSOCIATES CORP. 767 FIFTH AVENUE, 47TH FLOOR NEW YORK NY 10153 1 0 0 0 Common Stock, par value $0.001 per share (''Common Stock'') 2009-08-27 4 S 0 4053963 14.9237 D 71526161 I See footnotes Common Stock 2009-08-28 4 S 0 8552789 14.8837 D 62973372 I See footnotes Common Stock 2009-08-31 4 S 0 99800 14.7488 D 62873572 I See footnotes High River Limited Partnership ("High River") owns 12,571,714 shares of Common Stock, Icahn Partners LP ("Icahn Partners") owns 17,388,315 shares of Common Stock, Icahn Partners Master Fund LP ("Icahn Master") owns 21,410,308 shares of Common Stock, Icahn Partners Master Fund II LP ("Icahn Master II") owns 8,310,918 shares of Common Stock, and Icahn Partners Master Fund III LP ("Icahn Master III") owns 3,177,317 shares of Common Stock. Carl C. Icahn owns 15,000 restricted stock units, 10,000 of which were granted to him on August 1, 2008 and 5,000 of which were granted to him on June 25, 2009, in each case under the Issuer's 1996 Directors' Stock Plan (the "Plan"). Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of Common Stock. These units are scheduled to vest in equal quarterly installments over the one year period following the date of grant, subject to continuous service as a director. These units will generally be paid in shares of Common Stock on the earlier of the date the director's service terminates and the third anniversary of the grant date. Does not include (i) 30,000 shares of Common Stock that may be acquired by Mr. Icahn upon exercise of an option that was granted to him on August 1, 2008 under the Plan and (ii) 15,000 shares of Common Stock that may be acquired by Mr. Icahn upon exercise of an option that was granted to him on June 25, 2009 under the Plan. Each option is scheduled to become exercisable at a rate of 1/4 of the shares of Common Stock underlying such option in equal quarterly installments over a one year period following the date of grant. Does not include 1,050 shares of Common Stock owned by Gail Golden, the spouse of Mr. Icahn. Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own the shares of Common Stock which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such shares of Common Stock except to the extent of their pecuniary interest therein. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own the shares of Common Stock which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such shares of Common Stock except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own the shares of Common Stock which each of Icahn Master, Icahn Master II and Icahn Master III owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such shares of Common Stock except to the extent of their pecuniary interest therein. Each of the foregoing entities disclaims beneficial ownership of the restricted stock units and the option owned by Mr. Icahn for all purposes. Mr. Icahn, by virtue of his relationship to Ms. Golden, may be deemed to beneficially own the shares of Common Stock which Ms. Golden owns. Mr. Icahn disclaims beneficial ownership of such shares of Common Stock for all purposes. /s/ Carl C. Icahn 2009-08-31 -----END PRIVACY-ENHANCED MESSAGE-----