FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Axelrod Elizabeth L
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)
SVP, Human Resources
(Last)          (First)          (Middle)

C/O EBAY INC., 2065 HAMILTON AVE.
3. Date of Earliest Transaction (MM/DD/YYYY)

4/1/2014
(Street)

SAN JOSE, CA 95125
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   4/1/2014     M    30543.0   A $0.0   201585   D    
Common Stock   4/1/2014     F    15939.0   (1) D $56.04   185646   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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)   $56.04   4/1/2014     A      25784.0         (2) 4/1/2021   Common Stock   25784   $0.0   25784   D    
Restricted Stock Units -6     (3) 4/1/2014     M         27000.0      (4)   (5) Common Stock   27000   $0.0   54000   D    
Restricted Stock Units -7     (3) 4/1/2014     M         3543.0      (6)   (5) Common Stock   3543   $0.0   10626   D    
Restricted Stock Units -8     (3) 4/1/2014     A      12892.0         (7)   (5) Common Stock   12892   $0.0   12892   D    
Non-Qualified Stock Option (right to buy)   $10.5                      (8) 3/2/2016   Common Stock   91250     91250   D    
Non-Qualified Stock Option (right to buy)   $23.88                      (9) 3/1/2017   Common Stock   150000     150000   D    
Non-Qualified Stock Option (right to buy)   $32.29                      (10) 3/1/2018   Common Stock   75000     75000   D    
Non-Qualified Stock Option (right to buy)   $36.59                      (11) 4/2/2019   Common Stock   36000     36000   D    
Non-Qualified Stock Option (right to buy)   $55.71                      (12) 4/1/2020   Common Stock   28338     28338   D    
Restricted Stock Units -5     (3)                    (13)   (5) Common Stock   4687     4687   D    

Explanation of Responses:
( 1)  Represents shares reacquired to satisfy tax withholding obligations in connection with the vesting of (a) 27,000 shares of restricted stock granted to the Reporting Person on 4/2/12 and (b) 3,543 shares of restricted stock granted to the Reporting Person on 4/1/13.
( 2)  The option grant is subject to a four-year vesting schedule, vesting 12.5% on 10/1/14 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 108,000 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.
( 5)  Not Applicable.
( 6)  The reporting person received 14,169 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.
( 7)  The reporting person received 12,892 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.
( 8)  The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/09 and 1/48th per month thereafter.
( 9)  The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/10 and 1/48th per month thereafter.
( 10)  The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/11 and 1/48th per month thereafter.
( 11)  The option grant is subject to a four-year vesting schedule, vesting 12.5% on 10/1/12 and 1/48th per month thereafter.
( 12)  The option grant is subject to a four-year vesting schedule, vesting 12.5% on 10/1/13 and 1/48th per month thereafter.
( 13)  The reporting person received 18,750 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 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 the grant. The remainder of the shares will vest one year later in 2017 (assuming eligibility requirements have been met).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Axelrod Elizabeth L
C/O EBAY INC.
2065 HAMILTON AVE.
SAN JOSE, CA 95125


SVP, Human Resources

Signatures
Elizabeth Lynn Axelrod 4/2/2014
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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