0001127602-16-045785.txt : 20160309 0001127602-16-045785.hdr.sgml : 20160309 20160309172635 ACCESSION NUMBER: 0001127602-16-045785 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160307 FILED AS OF DATE: 20160309 DATE AS OF CHANGE: 20160309 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: GOLDMAN KENNETH A CENTRAL INDEX KEY: 0001218470 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28018 FILM NUMBER: 161495492 MAIL ADDRESS: STREET 1: C/O YAHOO! INC. STREET 2: 701 FIRST AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94089 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2016-03-07 0001011006 YAHOO INC YHOO 0001218470 GOLDMAN KENNETH A C/O YAHOO! INC. 701 FIRST AVENUE SUNNYVALE CA 94089 1 Chief Financial Officer Common Stock 2016-03-07 4 A 0 147232 0 A 649978 D Common Stock 2016-03-07 4 A 0 147232 0 A 797210 D Common Stock 2016-03-07 4 D 0 20972 0 D 776238 D Common Stock 2016-03-07 4 D 0 8384 0 D 767854 D Common Stock 2016-03-07 4 D 0 7425 0 D 760429 D Common Stock 2016-03-07 4 F 0 1283 33.96 D 759146 D Common Stock 2016-03-07 4 F 0 513 33.96 D 758633 D Common Stock 2016-03-07 4 F 0 454 33.96 D 758179 D Common Stock 2016-03-08 4 S 0 90194 33.2619 D 667985 D Employee Stock Option (Right to Buy) 18.87 2016-03-07 4 D 0 222544 D 2019-11-29 Common Stock 222544 758794 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 48 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-fourth (1/4) of the target number of units is scheduled to vest annually, following each of the 2016, 2017, 2018 and 2019 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 four years is 294,464 (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, 3,413 stock units would vest and 20,972 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, 1,364 stock units would vest and 8,384 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, 1,208 stock units would vest and 7,425 stock units would be forfeited. Represents shares withheld by the Company to satisfy tax withholding obligations in connection with the vesting of 3,413 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 1,364 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 1,208 restricted stock units granted to the reporting person on March 6, 2015. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in December 2015. This transaction was executed in multiple trades during the day at prices ranging from $32.90 to $33.79. The weighted-average price is reported above. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected. 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, 197,350 options would vest and 222,544 options would be forfeited. As of March 7, 2016, 818,794 options have vested and no further options remain eligible to vest from this grant. Not applicable. /s/ Ken Goldman 2016-03-09