Statement of Changes in Beneficial Ownership (4)
May 18 2023 - 5:26PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
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3235-0287
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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
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1. Name and Address of Reporting Person
*
Wilson Andrew |
2. Issuer Name and Ticker or Trading Symbol
ELECTRONIC ARTS INC.
[
EA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO and Board Chair |
(Last)
(First)
(Middle)
209 REDWOOD SHORES PARKWAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/16/2023 |
(Street)
REDWOOD CITY, CA 94065 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 5/16/2023 | | M | | 7635 | A | (1) | 72909 | I | By Family Trust |
Common Stock | 5/16/2023 | | F | | 2641 (2) | D | $124.84 | 70268 | I | By Family Trust |
Common Stock | 5/16/2023 | | M | | 15907 | A | (3) | 86175 | I | By Family Trust |
Common Stock | 5/16/2023 | | F | | 7887 (2) | D | $124.84 | 78288 | I | By Family Trust |
Common Stock | 5/16/2023 | | M | | 6312 | A | (3) | 84600 | I | By Family Trust |
Common Stock | 5/16/2023 | | F | | 3130 (2) | D | $124.84 | 81470 | I | By Family Trust |
Common Stock | 5/16/2023 | | M | | 28129 | A | (3) | 109599 | I | By Family Trust |
Common Stock | 5/16/2023 | | F | | 13891 (2) | D | $124.84 | 95708 (4) | I | By Family Trust |
Common Stock | | | | | | | | 24242 (5) | I | By Trust |
Common Stock | | | | | | | | 24242 (5) | I | By Trust |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Performance-based Restricted Stock Units | (1) | 5/16/2023 | | M | | | 7635 | (6) | 5/16/2023 | Common Stock | 7635 | (1) | 161299 | D | |
Performance-based Restricted Stock Units | (1) | 5/16/2023 | | J | | | 161299 | (7) | 5/16/2023 | Common Stock | 161299 | (1) | 0 | D | |
Restricted Stock Units | (3) | 5/16/2023 | | M | | | 15907 | (8) | 5/16/2023 | Common Stock | 15907 | (3) | 0 | D | |
Restricted Stock Units | (3) | 5/16/2023 | | M | | | 6312 | (9) | 5/16/2024 | Common Stock | 6312 | (3) | 12622 | D | |
Restricted Stock Units | (3) | 5/16/2023 | | M | | | 28129 | (10) | 5/16/2025 | Common Stock | 28129 | (3) | 28129 | D | |
Explanation of Responses: |
(1) | Each Performance-Based Restricted Stock Unit represents the right to receive, at settlement, one share of common stock. This transaction represents the settlement of Performance-Based Restricted Stock Units in shares of common stock on their scheduled vesting date. |
(2) | Represents shares of common stock withheld to satisfy tax withholding requirements upon the vesting of this award. |
(3) | Each Restricted Stock Unit represents the right to receive, at settlement, one share of common stock. This transaction represents the settlement of Restricted Stock Units in shares of common stock on their scheduled vesting date. |
(4) | Shares are held by the Wilson Family 2015 Trust. Mr. Wilson has investment control over, and pecuniary interest in, all shares held by the Wilson Family 2015 Trust. |
(5) | Shares are held in trust for the benefit of Mr. Wilson's descendants. Mr. Wilson maintains investment control over the shares held in this trust. |
(6) | Vesting of this award depends on EA's relative total stockholder return. 16% of the target number of Performance-Based Restricted Stock Units vested from this tranche based on actual performance. |
(7) | Represents the portion of unearned Performance-Based Restricted Stock Units cancelled in accordance with their terms. |
(8) | This award is fully vested. |
(9) | This award has vested or will vest as to one-half on May 16, 2022, with the remainder of the award vesting in approximately equal increments every six months thereafter until the award is fully vested on May 16, 2024. |
(10) | Restricted Stock Units shall vest as to one-half on May 16, 2023, with the remainder of the award vesting in approximately equal increments every six months thereafter until the award is fully vested on May 16, 2025. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Wilson Andrew 209 REDWOOD SHORES PARKWAY REDWOOD CITY, CA 94065 | X |
| CEO and Board Chair |
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Signatures
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/s/ Deborah Berenjfoorosh, Attorney-in-Fact For: Andrew Wilson | | 5/18/2023 |
**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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