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| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/12/2012 |
3. Issuer Name and Ticker or Trading Symbol
YAHOO INC [ YHOO ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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 | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
POWER OF ATTORNEY
Know all by these presents, that the undersigned
hereby constitutes and appoints each of Ronald S. Bell,
Timothy R. Morse and Aman S. Kothari, signing singly,
his true and lawful attorney-in-fact
to:
(1) Execute for and on behalf of the undersigned
Forms 3, 4 and 5 with respect to securities of
Yahoo! Inc., in accordance with Section 16(a) of the
Securities Exchange Act of 1934, as amended and the
rules thereunder (the "1934 Act");
(2) Perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable
to complete the execution of any such Form 3, 4 or 5
and the timely filing of such form with the United
States Securities and Exchange Commission and any
other authority, including the execution of an
application for EDGAR codes on Form ID; and
(3) Take any other action of any type whatsoever in
connection with the foregoing which, in the opinion
of such attorney-in-fact, may be of benefit to or
legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as
such attorney-in-fact may approve in his discretion.
The undersigned hereby grants to each such attorney-
in-fact full power and authority to do and perform
each and every act whatsoever requisite, necessary
and proper to be done in the exercise of any of the
rights and powers herein granted, as fully as such
attorney-in-fact could do if personally present,
with full power of substitution or revocation,
hereby ratifying and confirming all that such
attorney-in-fact, or his substitute, shall lawfully
do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at
the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with
Section 16 of the 1934 Act.
This Power of Attorney shall be effective as of the
date written below, and unless sooner revoked, shall
terminate upon the fifth (5th) anniversary of the
date written below.
IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed as of 10 July, 2012.
Signature: /s/ David Dibble
Print Name: David Dibble