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^*

WENIG DEVIN

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, eBay Marketplaces

3. Date of Earliest Transaction (Month/Day/Year)
10/14/2014

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	10/14/2014		M		61,609	A	$0.0	250,565	D
Common Stock	10/15/2014		F		32,149⁽¹⁾	D	$50.59	218,416	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)
Non-Qualified Stock Option (right to buy)	$50.24	10/15/2014		A		45,151		⁽²⁾	10/15/2021	Common Stock	45,151	$0.0	45,151	D
Restricted Stock Units -1	⁽³⁾	10/14/2014		M			61,609	⁽⁴⁾	⁽⁵⁾	Common Stock	61,609	$0.0	61,608	D
Restricted Stock Units -5	⁽³⁾	10/15/2014		A		22,576		⁽⁶⁾	⁽⁵⁾	Common Stock	22,576	$0.0	22,576	D
Non-Qualified Stock Option (right to buy)	$33.69							⁽⁷⁾	10/14/2018	Common Stock	54,501		54,501	D
Non-Qualified Stock Option (right to buy)	$36.12							⁽⁷⁾	04/13/2019	Common Stock	54,501		54,501	D
Non-Qualified Stock Option (right to buy)	$36.59							⁽⁸⁾	04/02/2019	Common Stock	33,750		33,750	D
Non-Qualified Stock Option (right to buy)	$55.71							⁽⁹⁾	04/01/2020	Common Stock	56,676		56,676	D
Non-Qualified Stock Option (right to buy)	$56.04							⁽¹⁰⁾	04/01/2021	Common Stock	51,567		51,567	D
Restricted Stock Units -2	⁽³⁾							⁽¹¹⁾	⁽⁵⁾	Common Stock	13,500		13,500	D
Restricted Stock Units -3	⁽³⁾							⁽¹²⁾	⁽⁵⁾	Common Stock	21,253		21,253	D
Restricted Stock Units -4	⁽³⁾							⁽¹³⁾	⁽⁵⁾	Common Stock	25,784		25,784	D

Explanation of Responses:

1. Represents shares reacquired to satisfy tax withholding obligations in connection with the vesting of 61,609 shares of restricted stock granted to the Reporting Person on 10/14/11.

2. The option grant is subject to a four-year vesting schedule, vesting 12.5% on 3/30/15 and 1/48th per month thereafter.

3. Each restricted stock unit represents a contingent right to receive one share of eBay's common stock.

4. The reporting person received 246,437 restricted stock units subject to a four-year vesting schedule, vesting 25% on 10/14/12 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.

5. Not Applicable.

6. The reporting person received 22,576 restricted stock units subject to a four-year vesting schedule, vesting 25% on 10/15/15 and 25% each 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.

7. The option grant is subject to a four-year vesting schedule, vesting 25% on 9/26/12 and 1/48th per month thereafter.

8. The option grant is subject to a four-year vesting schedule, vesting 12.5% on 10/1/12 and 1/48th per month thereafter.

9. The option grant is subject to a four-year vesting schedule, vesting 12.5% on 10/1/13 and 1/48th per month thereafter.

10. The option grant is subject to a four-year vesting schedule, vesting 12.5% on 10/1/14 and 1/48th per month thereafter.

11. 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.

12. The reporting person received 28,338 restricted stock units subject to a four-year vesting schedule, vesting 25% on 4/1/14 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 25,784 restricted stock units subject to a four-year vesting schedule, vesting 25% on 4/1/15 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 additional performance-based restricted stock units for the reporting person, which are contingent upon the attainment of certain performance criteria over a two-year period (2014-2015). If the performance criteria are achieved, the reporting person will be granted shares of eBay common stock in 2016, which will be 50% vested on the date of grant. The remainder of the shares will vest one year later in 2017 (assuming eligibility requirements have been met). In addition, Table I, Columun 5, includes 481 shares acquired under eBay's Employee Stock Purchase Plan on April 30, 2014.

	Devin Norse Wenig	10/16/2014
	** 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 4 (b)(v).
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