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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*
HAYES JOHN D
(Last) (First) (Middle)
C/O YAHOO! INC.
701 FIRST AVENUE
(Street)
SUNNYVALE CA 94089
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
YAHOO INC [ YHOO ] 		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)
06/25/2013
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)
Code V Amount (A) or (D) Price
Common Stock 06/25/2013 A 8,815(1) A $24.955 28,995 D
Common Stock 278 I By Son
Common Stock 262(2) I By Son
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. These shares represent restricted stock units granted automatically under the Yahoo! Inc. 1996 Directors' Stock Plan on the date of Yahoo!'s annual meeting of shareholders. Each restricted stock unit represents the contingent right to receive one share of Yahoo! common stock. These units are scheduled to vest in four equal quarterly installments such that they will be fully vested on the first anniversary of the date of grant (or, if earlier, the day before Yahoo!'s next annual meeting of shareholders), subject to the reporting person's continuous service as a director. Vested shares will generally be delivered on the earlier of the last vesting date and the date the director's service terminates, subject to any election by the reporting person to defer payment.
2. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
/s/ Ronald S. Bell, attorney-in-fact for John D. Hayes 06/27/2013
** 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).
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,
Kenneth A. Goldman 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 her 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 the undersigned could do if personally
present, with full power of substitution or revocation, hereby
ratifying and confirming all that any of such attorneys-in-fact,
or the substitute or substitutes of any of such attorneys-
in-fact, 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 Nov. 20, 2012.

          Signature:     /s/ John Hayes
          Print Name:    John Hayes