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* Bell Ronald S. (Last) (First) (Middle) YAHOO! INC. 701 FIRST AVENUE (Street) SUNNYVALE CA 94089 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/12/2012	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) Interim General Counsel	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	55,777	D
Common Stock	5,000(1)	D
Common Stock	10,000(2)	D
Common Stock	18,000(3)	D
Common Stock	20,000(4)	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 )	(5)	12/11/2012	Common Stock	26,417	8.23	D
Employee Stock Option ( right to buy )	(5)	12/10/2013	Common Stock	20,375	20.58	D
Employee Stock Option ( right to buy )	(5)	12/16/2014	Common Stock	26,000	37.08	D
Employee Stock Option ( right to buy )	(5)	12/20/2012	Common Stock	13,500	40.68	D
Employee Stock Option ( right to buy )	(5)	05/31/2013	Common Stock	108,000	31.59	D
Employee Stock Option ( right to buy )	(5)	11/27/2013	Common Stock	11,500	27.27	D
Employee Stock Option ( right to buy )	(5)	01/26/2014	Common Stock	11,500	28.04	D
Employee Stock Option ( right to buy )	(5)	08/27/2014	Common Stock	27,000	23.03	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 February 25, 2013 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. One-half of the units is scheduled to vest on February 25, 2013, with the remainder vesting on February 25, 2014, as long as the reporting person remains in the service of the Company through the respective 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-third of the units is scheduled to vest on February 25, 2013, with the remainder vesting in equal annual installments thereafter through February 25, 2015, 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-forth of the units is scheduled to vest on February 27, 2013, with the remainder vesting in equal annual installments thereafter through February 27, 2016, as long as the reporting person remains in the service of the Company through the respective vesting date.

5. This option is currently exercisable as to all of the shares.

	/s/ Ronald S. Bell	07/23/2012
	** 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 5 (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).
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