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*
Thompson Scott

(Last) (First) (Middle)
C/O EBAY INC.
2145 HAMILTON AVE

(Street)
SAN JOSE CA 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, PayPal
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2011
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)
Code V Amount (A) or (D) Price
Common Stock 03/01/2011 M 103,521 A $0 231,928 D
Common Stock 03/01/2011 A 17,775(1) A $0 249,703 D
Common Stock 03/01/2011 F 56,601(2) D $32.29 193,102 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $32.29 03/01/2011 A 85,710 (3) 03/01/2018 Common Stock 85,710 $0 85,710 D
Restricted Stock Units -2 (4) 03/01/2011 M 8,333 (5) (6) Common Stock 8,333 $0 0 D
Restricted Stock Units -3 (4) 03/01/2011 M 24,250 (7) (6) Common Stock 24,250 $0 48,500 D
Restricted Stock Units -4 (4) 03/01/2011 M 10,938 (8) (6) Common Stock 10,938 $0 32,812 D
Restricted Stock Units -5 (4) 03/01/2011 M 60,000 (9) (6) Common Stock 60,000 $0 180,000 D
Restricted Stock Units -6 (4) 03/01/2011 A 21,430 (10) (6) Common Stock 21,430 $0 21,430 D
Non-Qualified Option (right to buy) $25.85 (11) 03/03/2015 Common Stock 31,500 31,500 D
Non-Qualified Option (right to buy) $28.15 (12) 09/01/2013 Common Stock 135,000 135,000 D
Non-Qualified Stock Option (right to buy) $10.5 (13) 03/02/2016 Common Stock 130,000 130,000 D
Non-Qualified Stock Option (right to buy) $23.88 (14) 03/01/2017 Common Stock 175,000 175,000 D
Non-Qualified Stock Option (right to buy) $25.85 (11) 03/03/2015 Common Stock 107,500 107,500 D
Non-Qualified Stock Option (right to buy) $28.15 (15) 09/01/2013 Common Stock 50,000 50,000 D
Non-Qualified Stock Option (right to buy) $31.93 (16) 03/01/2014 Common Stock 139,500 139,500 D
Non-Qualified Stock Option (right to buy) $39.9 (17) 03/01/2013 Common Stock 150,000 150,000 D
Non-Qualified Stock Option (right to buy) $41.035 (18) 02/11/2015 Common Stock 550,000 550,000 D
Restricted Stock Units (RSUs) (4) (19) (6) Common Stock 50,000 50,000 D
Explanation of Responses:
1. The reporting person was granted 17,775 shares of common stock as a result of the company's achievement of certain performance criteria for 2009/2010 (the award was originally allocated to the reporting person as performance-based restricted stock units). 50% of the shares vested on the date of grant and the remainder will vest on 3/1/12.
2. Represents shares reacquired to satisfy tax withholding obligations in connection with the vesting of (a) 10,000 shares of restricted stock award granted to the Reporting Person on 3/1/06 (b) 8,333 shares of restricted stock granted to the Reporting Person on 3/3/08 (c) 24,250 shares of restricted stock granted to the Reporting Person on 3/2/09 (d) 10,938 shares of restricted stock granted to the Reporting Person on 3/1/10 (e) 60,000 shares of restricted stock granted to the Reporting Person on 10/8/10 and (f) 8,888 shares of restricted stock granted to the Reporting Person on 3/1/2011 (see footnote 1).
3. The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/11 and 1/48th per month thereafter.
4. Each restricted stock unit represents a contingent right to receive one share of eBay's common stock.
5. The reporting person received restricted stock units of 25,000 shares subject to a three-year vesting schedule, vesting 33.33% on 3/1/09 and 33.33% annually thereafter.
6. Not Applicable.
7. The reporting person received 97,000 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.
8. The reporting person received 43,750 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.
9. The reporting person received 240,000 restricted stock units vesting 25% on 3/1/11, 25% on 3/1/12, 25% on 3/1/13 and 25% on 3/1/14. 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.
10. The reporting person received 21,430 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.
11. The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/08 and 1/48th per month thereafter.
12. The option grant is subject to a three-year vesting schedule, vesting 16.67% on 3/1/07 and 1/36th per month thereafter.
13. The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/09 and 1/48th per month thereafter.
14. The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/10 and 1/48th per month thereafter.
15. The option grant is subject to a two-year vesting schedule, vesting 25% on 3/1/07 and 1/24th per month thereafter.
16. The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/07 and 1/48th per month thereafter.
17. The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/06 and 1/48th per month thereafter.
18. Options become exercisable as to 25% on the one year anniversary date of the grant and 1/48th monthly thereafter.
19. The reporting person received restricted stock units of 200,000 shares subject to a four-year vesting schedule, vesting 25% on the one year anniversary date of the restricted stock unit and 25% each year thereafter.
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 (2011-2012). If the performance criteria are achieved, the reporting person will be granted shares of eBay common stock in March 2013, which will be 50% vested on the date of the grant. The remainder of the shares will vest in March 2014 (assuming eligibility requirements have been met).
By: Brian Levey For: Scott Thompson 03/03/2011
** 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).
** 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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