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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 | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 36.59 | 04/02/2012 | A | 54,000 | (1) | 04/02/2019 | Common Stock | 54,000 | $ 0 | 54,000 | D | ||||
| Restricted Stock Units -6 | (2) | 04/02/2012 | A | 27,000 | (3) | (4) | Common Stock | 27,000 | $ 0 | 27,000 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 10.5 | (5) | 03/02/2016 | Common Stock | 171,250 | 171,250 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 13.19 | (6) | 02/13/2016 | Common Stock | 250,000 | 250,000 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 23.88 | (7) | 03/01/2017 | Common Stock | 250,000 | 250,000 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 25.85 | (8) | 03/03/2015 | Common Stock | 171,250 | 171,250 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 26.36 | (6) | 08/08/2015 | Common Stock | 250,000 | 250,000 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 28.36 | (9) | 09/29/2013 | Common Stock | 187,500 | 187,500 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 31.93 | (10) | 03/01/2014 | Common Stock | 204,600 | 204,600 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 32.29 | (11) | 03/01/2018 | Common Stock | 150,000 | 150,000 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 39 | (9) | 03/31/2013 | Common Stock | 187,500 | 187,500 | D | ||||||||
| Restricted Stock Units -3 | (2) | (12) | (4) | Common Stock | 30,250 | 30,250 | D | ||||||||
| Restricted Stock Units -4 | (2) | (13) | (4) | Common Stock | 31,250 | 31,250 | D | ||||||||
| Restricted Stock Units -5 | (2) | (14) | (4) | Common Stock | 28,125 | 28,125 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SWAN ROBERT HOLMES C/O EBAY INC. 2145 HAMILTON AVE SAN JOSE, CA 95125 |
SVP, Finance & CFO | |||
| By: Brian Levey For: Robert H. Swan | 04/03/2012 | |
| **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) | The option grant is subject to a four-year vesting schedule, vesting 12.5% on 10/1/12 and 1/48th per month thereafter. |
| (2) | Each restricted stock unit represents a contingent right to receive one share of eBay's common stock. |
| (3) | The reporting person received 27,000 restricted stock units subject to a four-year vesting schedule, vesting 25% on 4/1/13 and 25% each year thereafter. Upon vesting, the reporting person will receive a number of shares of common stock equal to the number of restricted stock units that have vested. |
| (4) | Not Applicable. |
| (5) | The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/09 and 1/48th per month thereafter. |
| (6) | The option grant is subject to a four-year vesting schedule, vesting 12.5% on 2/8/09 and 1/48th per month thereafter. |
| (7) | The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/10 and 1/48th per month thereafter. |
| (8) | The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/08 and 1/48th per month thereafter. |
| (9) | The option grant is subject to a four-year vesting schedule, vesting 25% on 3/16/07 and 1/48th per month thereafter. |
| (10) | The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/07 and 1/48th per month thereafter. |
| (11) | The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/11 and 1/48th per month thereafter. |
| (12) | The reporting person received 121,000 restricted stock units subject to a four-year vesting schedule, vesting 25% on 3/1/10 and 25% each year thereafter. Upon vesting, the reporting person will receive a number of shares of common stock equal to the number of restricted stock units that have vested. |
| (13) | The reporting person received 62,500 restricted stock units subject to a four-year vesting schedule, vesting 25% on 3/1/11 and 25% each year thereafter. Upon vesting, the reporting person will receive a number of shares of common stock equal to the number of restricted stock units that have vested. |
| (14) | The reporting person received 37,500 restricted stock units subject to a four-year vesting schedule, vesting 25% on 3/1/12 and 25% each year thereafter. Upon vesting, the reporting person will receive a number of shares of common stock equal to the number of restricted stock units that have vested. |
| Remarks: In addition to the equity grants described above, the compensation committee has approved: (1) performance-based restricted stock units for the reporting person, which are contingent upon the attainment of certain performance criteria over a two-year period (2012-2013); if the performance criteria are achieved, the reporting person will be granted shares of eBay common stock in 2014, which will be 50% vested on the date of the grant; the remainder of the shares will vest one year later in 2015 (assuming eligibility requirements have been met); and (2) performance stock units for the reporting person, which are contingent upon eBay Inc.'s total stockholder return meeting or exceeding the median return of its peer group over annual performance periods from 2013-2016 and cumulative performance periods from 2012-2016; the awards will also be subject to certain vesting and eligibility requirements, and the reporting person will not be able to sell the shares underlying the awards, if any, issued upon satisfaction of the performance metrics until after December 31, 2017. | |