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*
DE CASTRO HENRIQUE

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Operating Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/29/2013
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 09/29/2013 F 11,521(1) D $33.55 1,908,959 D
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. Represents shares withheld by Yahoo! Inc. to satisfy tax withholding obligations in connection with the vesting of 22,080 restricted stock units granted to the reporting person on November 29, 2012.
/s/ Ronald S. Bell, attorney-in-fact for Henrique de Castro 10/01/2013
** 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).
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          POWER OF ATTORNEY

     Know all by these presents, that the undersigned hereby
constitutes and appoints each of Ronald S. Bell and Kenneth A.
Goldman signing singly, her/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/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 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 Jan. 31, 2013.

          Signature:     /s/ Henrique de Castro
          Print Name:    HENRIQUE DE CASTRO