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^*

GIBEAU FRANK D

(Last)

(First)

(Middle)

209 REDWOOD SHORES PARKWAY

(Street)

REDWOOD CITY

94065

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ELECTRONIC ARTS INC. [ ERTS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, EA Games Label

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2011

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)
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	06/16/2011		A		6,333	A	⁽¹⁾	33,765	D
Common Stock	06/16/2011		F		2,957⁽²⁾	D	$22.72	30,808	D
Common Stock	06/16/2011		F		1,459⁽²⁾	D	$22.72	29,349	D
Common Stock	06/16/2011		A		3,125	A	⁽¹⁾	32,474	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)
Performance-based Restricted Stock Units	⁽³⁾	06/16/2011		A		200,000⁽⁴⁾		⁽⁵⁾	05/16/2014	Common Stock	200,000⁽⁴⁾	$0	200,000⁽⁴⁾	D
Restricted Stock Units	⁽⁶⁾	06/16/2011		D			6,333	⁽¹⁾	06/16/2012	Common Stock	6,333	⁽¹⁾	12,584	D
Restricted Stock Units	⁽⁶⁾	06/16/2011		D			3,125	⁽¹⁾	06/16/2012	Common Stock	3,125	⁽¹⁾	9,459	D
Restricted Stock Units	⁽⁶⁾	06/16/2011		A		100,000		⁽⁷⁾	05/16/2014	Common Stock	100,000	$0	100,000	D

Explanation of Responses:

1. Upon vesting, each restricted stock unit was converted into an equivalent number of shares of common stock.

2. Represents shares of common stock withheld for tax purposes upon the vesting of restricted stock units.

3. Each performance-based restricted stock unit represents a contingent right to receive one share of Electronic Arts common stock.

4. Represents the maximum number of shares of Electronic Arts common stock that may be awarded upon the achievement of certain performance targets.

5. Performance-based restricted stock units will vest subject to the terms and conditions of the grant agreement evidencing the award and the Company's 2000 Equity Incentive Plan. The performance terms are described in the Form 8-K filed with the SEC on June 1, 2011, as well as the accompanying form of grant agreement.

6. Each restricted stock unit represents a contingent right to receive one share of Electronic Arts common stock.

7. Restricted stock units vest as to one-third on May 16, 2012; then vest as to an additional one-third on May 16, 2013, and then vest as to the remaining one-third on May 16, 2014.

	By: Flora B. Lee, Attorney-in-Fact For: Frank D. Gibeau	06/17/2011
	** 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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