SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Andreessen Marc L

(Last)

(First)

(Middle)

C/O EBAY INC.

2065 HAMILTON AVE.

(Street)

SAN JOSE

95125

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EBAY INC [ EBAY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2014

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/01/2014		A		235⁽¹⁾	A	$0	6,115	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 (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Stock Units	$0							⁽²⁾	11/01/2018⁽²⁾	Common Stock	17		17	D
Deferred Stock Units	$0							⁽²⁾	02/01/2019⁽²⁾	Common Stock	1,039		1,039	D
Deferred Stock Units	$0							⁽³⁾	04/29/2019⁽³⁾	Common Stock	6,678		6,678	D
Deferred Stock Units	$0							⁽²⁾	05/01/2019⁽²⁾	Common Stock	757		757	D
Deferred Stock Units	$0							⁽²⁾	08/01/2019⁽²⁾	Common Stock	588		588	D
Deferred Stock Units	$0							⁽²⁾	11/01/2019⁽²⁾	Common Stock	561		561	D
Deferred Stock Units	$0							⁽²⁾	02/01/2020⁽²⁾	Common Stock	539		539	D
Deferred Stock Units	$0							⁽³⁾	04/29/2020⁽³⁾	Common Stock	4,537		4,537	D
Deferred Stock Units	$0							⁽²⁾	05/01/2020⁽²⁾	Common Stock	525		525	D
Deferred Stock Units	$0							⁽²⁾	08/01/2020⁽²⁾	Common Stock	597		597	D
Deferred Stock Units	$0							⁽²⁾	11/01/2020⁽²⁾	Common Stock	425		425	D
Deferred Stock Units	$0							⁽²⁾	02/01/2021⁽²⁾	Common Stock	395		395	D
Deferred Stock Units	$0							⁽⁴⁾	04/28/2021⁽⁴⁾	Common Stock	6,470		6,470	D
Deferred Stock Units	$0							⁽²⁾	05/01/2021⁽²⁾	Common Stock	363		363	D
Deferred Stock Units	$0							⁽²⁾	08/01/2021⁽²⁾	Common Stock	378		378	D
Deferred Stock Units	$0							⁽²⁾	11/01/2021⁽²⁾	Common Stock	404		404	D
Deferred Stock Units	$0							⁽²⁾	02/01/2022⁽²⁾	Common Stock	388		388	D
Deferred Stock Units	$0							⁽⁴⁾	04/26/2022⁽⁴⁾	Common Stock	5,359		5,359	D
Deferred Stock Units	$0							⁽²⁾	05/01/2022⁽²⁾	Common Stock	306		306	D
Deferred Stock Units	$0							⁽²⁾	08/01/2022⁽²⁾	Common Stock	284		284	D
Deferred Stock Units	$0							⁽²⁾	11/01/2022⁽²⁾	Common Stock	253		253	D
Deferred Stock Units	$0							⁽²⁾	02/01/2023⁽²⁾	Common Stock	218		218	D
Deferred Stock Units	$0							⁽⁵⁾	04/18/2023⁽⁵⁾	Common Stock	4,166		4,166	D
Deferred Stock Units	$0							⁽⁶⁾	05/01/2023⁽⁶⁾	Common Stock	239		239	D
Deferred Stock Units	$0							⁽⁷⁾	⁽⁷⁾	Common Stock	6,702		6,702	D
Non-Qualified Stock Option (right to buy)	$16.47							⁽⁸⁾	04/29/2016	Common Stock	16,516		16,516	D
Non-Qualified Stock Option (right to buy)	$24.24							⁽⁸⁾	04/29/2017	Common Stock	14,492		14,492	D

Explanation of Responses:

1. The reporting person has received an exempt award of Deferred Stock Units ("DSUs") under the Company's 2008 Equity Incentive Award Plan, as amended from time to time. DSUs represent a right to receive shares of the Company's common stock upon termination of service as a Director of the Company. The reporting person has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Company's Board of Directors and any committees thereof. The DSUs are awarded on the date such fees would otherwise be payable (i.e., quarterly in arrears), and the number of DSUs granted represent the quotient of (A) such fees divided by (B) the Company's closing stock price on the date of grant rounded up to the nearest whole DSU. The DSUs are immediately vested.

2. The reporting person has received an exempt award of Deferred Stock Units ("DSUs") under the Company's 2003 Deferred Stock Unit Plan, as amended. DSUs represent a right to receive shares of the Company's common stock (or, in the sole discretion of the Compensation Committee of the Company's Board of Directors, cash, securities or other property equal to the fair market value thereof) upon termination of service as a Director of the Company. The reporting person has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Company's Board of Directors and any committees thereof. The DSUs are awarded on the date such fees would otherwise be payable (i.e., quarterly in arrears). The DSUs are immediately vested.

3. In connection with the reporting person's continuous service as a non-employee director of the Company, such reporting person has been granted an exempt award of Deferred Stock Units ("DSUs") at the time of the Company's annual meeting of stockholders. The number of DSUs granted represents the quotient of (A) $110,000 divided by (B) the Company's closing stock price on the date of grant. The DSUs becomes vested as to 25% on the one year anniversary of the grant and 1/48th monthly thereafter, provided that the reporting person continues as a director or consultant of the Company through such date.

4. In connection with the reporting person's continuous service as a non-employee director of the Company, such reporting person has been granted an exempt award of Deferred Stock Units ("DSUs") at the time of the Company's annual meeting of stockholders. The number of DSUs granted represents the quotient of (A) $220,000 divided by (B) the Company's closing stock price on the date of grant. The DSUs becomes vested as to 25% on the one year anniversary of the grant and 1/48th monthly thereafter, provided that the reporting person continues as a director or consultant of the Company through such date.

5. In connection with the reporting person's continuous service as a non-employee director of the Company, such reporting person has been granted an exempt award of Deferred Stock Units ("DSUs") at the time of the Company's annual meeting of stockholders. The number of DSUs granted represents the quotient of (A) $220,000 divided by (B) the Company's closing stock price on the date of grant rounded up to the nearest whole DSU. The DSUs becomes vested as to 25% on the one year anniversary of the grant and 1/48th monthly thereafter, provided that the reporting person continues as a director or consultant of the Company through such date.

6. The reporting person has received an exempt award of Deferred Stock Units ("DSUs") under the Company's 2008 Equity Incentive Award Plan, as amended from time to time. DSUs represent a right to receive shares of the Company's common stock (or, in the sole discretion of the Compensation Committee of the Company's Board of Directors, cash, securities or other property equal to the fair market value thereof) upon termination of service as a Director of the Company. The reporting person has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Company's Board of Directors and any committees thereof. The DSUs are awarded on the date such fees would otherwise be payable (i.e., quarterly in arrears), and the number of DSUs granted represent the quotient of (A) such fees divided by (B) the Company's closing stock price on the date of grant rounded up to the nearest whole DSU. The DSUs are immediately vested.

7. The reporting person has received an exempt award of Deferred Stock Units ("DSUs") under the Company's 2008 Equity Incentive Award Plan, which is a right to receive shares of common stock of the Issuer upon termination of service as a Director of the Company subject to the terms and conditions of the DSU Award Agreement. The DSUs becomes vested as to 25% on the one year anniversary of the grant and 1/48th monthly thereafter, subject to the terms and conditions of the DSU Award Agreement.

8. In connection with the reporting person's continuous service as a non-employee director of the Company, such reporting person has been granted options at the time of the Company's annual meeting of stockholders. The number of options granted is equal to the net present value of $110,000, calculated using the Black-Scholes valuation methodology on the date of grant. Options become exercisable as to 25% on the one year anniversary date of the grant and 1/48th monthly thereafter, provided that the reporting person continues as a director or consultant of the Company through such date.

	Marc L. Andreessen	02/04/2014
	** Signature of Reporting Person	Date
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