SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* SCHNEIDER HILARY (Last) (First) (Middle) 701 FIRST AVENUE (Street) SUNNYVALE CA 94089 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/02/2009	3. Issuer Name and Ticker or Trading Symbol YAHOO INC [ YHOO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) EVP, North America	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	125,000(1)	D
Common Stock	50,000(2)	D
Common Stock	100,000(3)	D
Common Stock	40,520(4)	D
Common Stock	40,520(5)	D
Common Stock	40,520(6)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option ( right to buy )	(7)	10/25/2013	Common Stock	425,000	24.49	D
Employee Stock Option ( right to buy )	(8)	02/26/2014	Common Stock	75,000	32.12	D
Employee Stock Option ( right to buy )	(9)	08/27/2014	Common Stock	150,000	23.03	D
Employee Stock Option ( right to buy )	(10)	02/25/2016	Common Stock	88,970	12.48	D
Employee Stock Option ( right to buy )	(10)	02/25/2016	Common Stock	300,000	12.48	D

Explanation of Responses:

1. Represents a grant of restricted stock units under the Yahoo! Inc. 1995 Stock Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of Yahoo! Inc. ("Company") common stock. All of the units are scheduled to vest on 10/25/2009 as long as the reporting person remains in the service of the Company through the vesting date.

2. Represents a grant of restricted stock units under the Yahoo! Inc. 1995 Stock Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of Yahoo! Inc. common stock. All of the units are scheduled to vest on 8/27/2009 as long as the reporting person remains in the service of the Company through the vesting date.

3. Represents a grant of restricted stock units under the Yahoo! Inc. 1995 Stock Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of Yahoo! Inc. common stock. One-fourth of the units are scheduled to vest on 4/25/2009, 4/25/2010, 4/25/2011 and 4/25/2012 as long as the reporting person remains in the service of the Company through the respective vesting date.

4. Represents a grant of restricted stock units under the Yahoo! Inc. 1995 Stock Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of Yahoo! Inc. common stock. One-fourth of the units are scheduled to vest on 2/25/2010, 2/25/2011, 2/25/2012 and 2/25/2013 as long as the reporting person remains in the service of the Company through the respective vesting date.

5. Represents a grant of performance-based restricted stock units. The target number of units subject to the award is presented in the table. Subject to certain continued employment requirements, the units are scheduled to vest on 2/25/2012 if, and to the extent that, the Company meets certain annual operating cash flow objectives. The number of units that vest may be 0% to 200% of the target number of units, depending upon performance. The maximum number of units that may vest is 81,040 (200% of the target number). Vested restricted stock units will be paid in an equal number of shares of Yahoo! Inc. common stock.

6. Represents a grant of performance-based restricted stock units. The target number of units subject to the award is presented in the table. Subject to certain continued employment requirements, the units are scheduled to vest following 2/25/2012 if, and to the extent that, the Company meets certain total shareholder return objectives. The number of units that vest may be 0% to 200% of the target number of units, depending upon performance. The maximum number of units that may vest is 81,040 (200% of the target number). Vested restricted stock units will be paid in an equal number of shares of Yahoo! Inc. common stock.

7. This option is currently exercisable as to five-eighths of the securities underlying this option. An additional one-eighth of the securities underlying this option is scheduled to vest and become exercisable on 9/18/2009, 3/18/2010 and 9/18/2010, as long as the reporting person remains in the service of the Company through the respective vesting date.

8. All of the securities underlying this option are scheduled to vest and become exercisable on 2/26/2011, as long as the reporting person remains in the service of the Company through the vesting date.

9. This option is currently exercisable as to one-fourth of the securities underlying this option. An additional one-fourth of the securities underlying this option is scheduled to vest and become exercisable on 8/27/2009, 8/27/2010 and 8/27/2011, as long as the reporting person remains in the service of the Company through the respective vesting date.

10. One-fourth of this executive incentive stock option is scheduled to vest and become exercisable on 2/25/2010, 2/25/2011, 2/25/2012 and 2/25/2013, as long as the reporting person remains in the service of the Company through the respective vesting date.

	/s/ Hilary Schneider	04/10/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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