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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Utzschneider Lisa C/O YAHOO! INC. 701 FIRST AVENUE SUNNYVALE, CA 94089 |
Chief Revenue Officer |
/s/ Lisa Utzschneider | 08/31/2015 | |
**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) | Represents a grant of restricted stock units under the Yahoo! Inc. ("Company") Stock Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of Company common stock. Subject to accelerated vesting in certain circumstances, the restricted stock units are scheduled to vest in 48 equal monthly installments, as long as the reporting person remains in the service of the Company through the respective vesting date. |
(2) | Represents a grant of performance-based restricted stock units under the Company Stock Plan. The target number of units is presented in the table. Subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances, 100% of the target number of units is scheduled to vest following the 2015 annual performance period. The number of units that actually vest will be 0% to 200% of the scheduled amount, depending on the extent to which the Company meets or exceeds certain financial performance goals. The maximum number of units that may vest is 74,204 (200% of the target number). Vested restricted stock units will be paid in an equal number of shares of Company common stock. |
(3) | Represents a grant of performance-based restricted stock units under the Company Stock Plan. The target number of units is presented in the table. Subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances, one-third (1/3) of the target number of units are scheduled to vest following each of the 2016, 2017 and 2018 annual performance periods. Each year, the number of units that actually vest will be 0% to 200% of the scheduled amount, depending on the extent to which the Company meets or exceeds certain financial performance goals. The maximum number of units that may vest over three years is 222,616 (200% of the target number). Vested restricted stock units will be paid in an equal number of shares of Company common stock. |