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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^*

Bell Ronald S.

(Last)

(First)

(Middle)

C/O YAHOO! INC.

701 FIRST AVENUE

(Street)

SUNNYVALE

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)
General Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
10/29/2013

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/29/2013		M⁽¹⁾		11,500	A	$27.27	415,808	D
Common Stock	10/29/2013		S⁽¹⁾		11,500⁽²⁾	D	$33.2424	404,308	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$27.27	10/29/2013		M⁽¹⁾			11,500	⁽³⁾	11/27/2013	Common Stock	11,500	⁽⁴⁾	0	D

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in August 2013.

2. This transaction was executed in multiple trades during the day at prices ranging from $32.95 to $33.691. 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.

3. This option, originally representing a right to purchase 11,500 shares, became exercisable as to one-half (1/2) of the shares on November 27, 2008 (the second anniversary of the date of grant), with the remainder becoming exercisable on November 27, 2010 (the fourth anniversary of the date of grant).

4. Not applicable.

	/s/ Ronald S. Bell	10/31/2013
	** 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 Marissa A. Mayer
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 February 7, 2013.



          Signature:     /s/ Ronald S Bell
          Print Name:    Ronald S. Bell