SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Dibble David

(Last)

(First)

(Middle)

YAHOO! INC.

701 FIRST AVENUE

(Street)

SUNNYVALE

94089

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/12/2012

3. Issuer Name and Ticker or Trading Symbol
YAHOO INC [ YHOO ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Technology & Operations

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	60,845	D
Common Stock	3,040⁽¹⁾	D
Common Stock	12,204⁽²⁾	D
Common Stock	24,410⁽³⁾	D
Common Stock	21,887⁽⁴⁾	D
Common Stock	20,360⁽⁵⁾	D
Common Stock	30,545⁽⁶⁾	D
Common Stock	200,000⁽⁷⁾	D
Common Stock	63,490⁽⁸⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option ( right to buy )	⁽⁹⁾	01/30/2016	Common Stock	150,000	$11.73	D
Employee Stock Option ( right to buy )	⁽¹⁰⁾	02/25/2016	Common Stock	26,690	$12.48	D
Employee Stock Option ( right to buy )	⁽¹¹⁾	02/25/2017	Common Stock	78,780	$15.24	D
Employee Stock Option ( right to buy )	⁽¹²⁾	02/25/2018	Common Stock	100,180	$16.5	D
Employee Stock Option ( right to buy )	⁽¹³⁾	02/27/2019	Common Stock	251,890	$14.86	D

Explanation of Responses:

1. Represents a grant of restricted stock units under the Yahoo! Inc. 1995 Stock Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of Yahoo! Inc. ("Company") common stock. Subject to accelerated vesting in certain circumstances, all of the units are scheduled to vest on February 25, 2013 as long as the reporting person remains in the service of the Company through the vesting date.

2. Represents a grant of restricted stock units under the Yahoo! Inc. 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-half of the units is scheduled to vest on February 25, 2013, with the remainder vesting on February 25, 2014, as long as the reporting person remains in the service of the Company through the respective vesting date.

3. Represents a grant of performance-based restricted stock units. The target number of units subject to the award is presented in the table. Subject to certain continued employment requirements and subject to accelerated vesting in certain circumstances, the units are scheduled to vest following February 25, 2013 if the Company meets certain total shareholder return objectives. The number of units that vest may be 0% to 200% of the target number of units, depending upon performance. The maximum number of units that may vest is 48,820 (200% of the target number). Vested restricted stock units will be paid in an equal number of shares of Yahoo! Inc. common stock.

4. Represents a grant of restricted stock units under the Yahoo! Inc. 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, all of the units are scheduled to vest on February 25, 2013 as long as the reporting person remains in the service of the Company through the vesting date.

5. Represents a grant of restricted stock units under the Yahoo! Inc. 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-half of the units is scheduled to vest on February 25, 2013, with the remainder vesting on February 25, 2014, as long as the reporting person remains in the service of the Company through the respective vesting date.

6. Represents a grant of restricted stock units under the Yahoo! Inc. 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, all of the units are scheduled to vest on February 25, 2014 as long as the reporting person remains in the service of the Company through the vesting date.

7. Represents a grant of restricted stock units under the Yahoo! Inc. 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, all of the restricted stock units are scheduled to vest on October 25, 2013, as long as the reporting person remains in the service of the Company through the vesting date.

8. Represents a grant of restricted stock units under the Yahoo! Inc. 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 of the units is scheduled to vest on February 27, 2013, with the remainder vesting in equal annual installments thereafter through February 27, 2015, as long as the reporting person remains in the service of the Company through the respective vesting date.

9. Seven-eighths of this option is currently exercisable. Subject to accelerated vesting in certain circumstances, the remainder of the option is scheduled to become exercisable on December 3, 2012, as long as the reporting person remains in the service of the Company through the vesting date.

10. Three-fourths of this option is currently exercisable. Subject to accelerated vesting in certain circumstances, the remainder of the option is scheduled to become exercisable on February 25, 2013, as long as the reporting person remains in the service of the Company through the vesting date.

11. One-half of this option is currently exercisable. Subject to accelerated vesting in certain circumstances, an additional one-fourth of the option is scheduled to become exercisable on February 25, 2013, with the remainder becoming exercisable on February 25, 2014, as long as the reporting person remains in the service of the Company through the vesting date.

12. One-third of this option is currently exercisable. Subject to accelerated vesting in certain circumstances, an additional one-third of the option is scheduled to become exercisable on February 25, 2013, with the remainder becoming exercisable on February 25, 2014, as long as the reporting person remains in the service of the Company through the vesting date.

13. Subject to accelerated vesting in certain circumstances, one-third of this option is scheduled to become exercisable on February 27, 2013, with the reminder becoming exercisable in equal annual installments thereafter through February 27, 2015, as long as the reporting person remains in the service of the Company through the respective vesting date.

	/s/ Timothy R. Morse, attorney-in-fact for David Dibble	07/23/2012
	** 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 5 (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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