Sec Form 4 Filing - GOLDMAN KENNETH A @ YAHOO INC - 2016-03-07

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, 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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1. Name and Address of Reporting Person GOLDMAN KENNETH A 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 Financial Officer (Last) (First) (Middle) C/O YAHOO! INC., 701 FIRST AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 03/07/2016 (Street) SUNNYVALE, CA94089 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/07/2016 A 147,232 ( 1 ) A $ 0 649,978 D Common Stock 03/07/2016 A 147,232 ( 2 ) A $ 0 797,210 D Common Stock 03/07/2016 D 20,972 ( 3 ) D $ 0 776,238 D Common Stock 03/07/2016 D 8,384 ( 4 ) D $ 0 767,854 D Common Stock 03/07/2016 D 7,425 ( 5 ) D $ 0 760,429 D Common Stock 03/07/2016 F 1,283 ( 6 ) D $ 33.96 759,146 D Common Stock 03/07/2016 F 513 ( 7 ) D $ 33.96 758,633 D Common Stock 03/07/2016 F 454 ( 8 ) D $ 33.96 758,179 D Common Stock 03/08/2016 S( 9 ) 90,194 D $ 33.2619 ( 10 ) 667,985 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (Right to Buy) $ 18.87 03/07/2016 D 222,544 ( 11 ) ( 12 ) 11/29/2019 Common Stock 222,544 ( 13 ) 758,794 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GOLDMAN KENNETH A C/O YAHOO! INC. 701 FIRST AVENUE SUNNYVALE, CA94089 Chief Financial Officer Signatures /s/ Ken Goldman 03/09/2016 Signature of Reporting Person Date

Explanation of Responses:

( 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 Yahoo! Inc. 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 Yahoo through the respective vesting date. ( 2 )Represents a grant of performance-based restricted stock units under the Yahoo! Inc. 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-fourth (1/4) of the target number of units is scheduled to vest annually, following each of the 2016, 2017, 2018 and 2019 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 Yahoo! Inc. meets or exceeds certain financial performance goals. The maximum number of units that may vest over four years is 294,464 (200% of the target number). Vested restricted stock units will be paid in an equal number of shares of Yahoo! Inc. common stock. ( 3 )Represents the forfeiture of performance-based restricted stock units granted to the reporting person on February 28, 2013 that were eligible to vest based on certain financial performance objectives. Upon grant, the target vesting amount was reported in Table I of Form 4. On March 7, 2016, the Company determined that, based on the Company's performance over the applicable performance period, 3,413 stock units would vest and 20,972 stock units would be forfeited. ( 4 )Represents the forfeiture of performance-based restricted stock units granted to the reporting person on February 27, 2014 that were eligible to vest based on certain financial performance objectives. Upon grant, the target vesting amount was reported in Table I of Form 4. On March 7, 2016, the Company determined that, based on the Company's performance over the applicable performance period, 1,364 stock units would vest and 8,384 stock units would be forfeited. ( 5 )Represents the forfeiture of performance-based restricted stock units granted to the reporting person on March 6, 2015 that were eligible to vest based on certain financial performance objectives. Upon grant, the target vesting amount was reported in Table I of Form 4. On March 7, 2016, the Company determined that, based on the Company's performance over the applicable performance period, 1,208 stock units would vest and 7,425 stock units would be forfeited. ( 6 )Represents shares withheld by the Company to satisfy tax withholding obligations in connection with the vesting of 3,413 restricted stock units granted to the reporting person on February 28, 2013. ( 7 )Represents shares withheld by the Company to satisfy tax withholding obligations in connection with the vesting of 1,364 restricted stock units granted to the reporting person on February 27, 2014. ( 8 )Represents shares withheld by the Company to satisfy tax withholding obligations in connection with the vesting of 1,208 restricted stock units granted to the reporting person on March 6, 2015. ( 9 )This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in December 2015. ( 10 )This transaction was executed in multiple trades during the day at prices ranging from $32.90 to $33.79. 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. ( 11 )Represents the forfeiture of performance-based stock options granted to the reporting person on November 29, 2012 that were eligible to vest based on certain financial performance objectives. Upon grant, the target vesting amount was reported in Table II of Form 4. On March 7, 2016, the Company determined that, based on the Company's performance over the applicable performance period, 197,350 options would vest and 222,544 options would be forfeited. ( 12 )As of March 7, 2016, 818,794 options have vested and no further options remain eligible to vest from this grant. ( 13 )Not applicable.

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