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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (Right to Buy) | $ 18.87 | 09/05/2014 | M(1) | 36,000 | (3) | 11/29/2019 | Common Stock | 36,000 | (4) | 3,503,300 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MAYER MARISSA A C/O YAHOO! INC. 701 FIRST AVENUE SUNNYVALE, CA 94089 |
X | Chief Executive Officer |
/s/ Marissa A. Mayer | 09/09/2014 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in November 2013. |
(2) | This transaction was executed in multiple trades during the day at prices ranging from $39.33 to $39.46. 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 performance-based stock option under the Yahoo! Inc. ("Company") Stock Plan vested as to 715,845 options on July 26, 2013 and 601,614 options on January 26, 2014, based on the Company's performance over the applicable performance periods. Subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances, up to one-third (1/3) of the remaining target amount of 2,284,612 options is scheduled to vest on each of January 26, 2015, January 26, 2016 and January 26, 2017 depending on the extent to which the Company meets certain financial performance goals. |
(4) | Not applicable. |