Statement of Changes in Beneficial Ownership (4)
May 18 2022 - 5:39PM
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 Number:
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
*
Bruzzo Chris |
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)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Experience Officer |
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(Last)
(First)
(Middle)
209 REDWOOD SHORES PARKWAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/16/2022 |
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(Street)
REDWOOD CITY, CA 94065
(City)
(State)
(Zip)
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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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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 | 5/16/2022 | | M | | 1670 | A | (1) | 14119 | D | |
| Common Stock | 5/16/2022 | | F | | 578 (2) | D | $124.94 | 13541 | D | |
| Common Stock | 5/16/2022 | | M | | 4639 | A | (3) | 18180 | D | |
| Common Stock | 5/16/2022 | | F | | 1605 (2) | D | $124.94 | 16575 | D | |
| Common Stock | 5/16/2022 | | M | | 14726 | A | (3) | 31301 | D | |
| Common Stock | 5/16/2022 | | F | | 7048 (2) | D | $124.94 | 24253 | D | |
| Common Stock | 5/17/2022 | | M | | 5949 | A | (1) | 30202 | D | |
| Common Stock | 5/17/2022 | | F | | 2950 (2) | D | $127.39 | 27252 | D | |
| Common Stock | 5/17/2022 | | M | | 4507 | A | (3) | 31759 | D | |
| Common Stock | 5/17/2022 | | F | | 2235 (2) | D | $127.39 | 29524 | D | |
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) | 5/16/2022 | | M | | | 1670 | (4) | 5/16/2023 | Common Stock | 1670 | (1) | 42127 (5) | D | |
| Performance-based Restricted Stock Units | (1) | 5/16/2022 | | J | | | 9279 | (6) | 5/16/2023 | Common Stock | 9279 | (1) | 32848 | D | |
| Restricted Stock Units | (3) | 5/16/2022 | | M | | | 4639 | (7) | 5/16/2023 | Common Stock | 4639 | (3) | 9279 | D | |
| Restricted Stock Units | (3) | 5/16/2022 | | M | | | 14726 | (8) | 5/16/2024 | Common Stock | 14726 | (3) | 14727 | D | |
| Performance-based Restricted Stock Units | (1) | 5/17/2022 | | M | | | 5949 | (9) | 5/17/2022 | Common Stock | 5949 | (1) | 13705 | D | |
| Performance-based Restricted Stock Units | (1) | 5/17/2022 | | J | | | 13705 | (10) | 5/17/2022 | Common Stock | 13705 | (10) | 0 | D | |
| Restricted Stock Units | (3) | 5/17/2022 | | M | | | 4507 | (11) | 5/17/2022 | Common Stock | 4507 | (3) | 0 | 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) | Vesting of this award depends on EA's relative total stockholder return. 18% of the target number of Performance-Based Restricted Stock Units vested from the second tranche of this award based on actual performance. |
| (5) | Represents the number of Performance-Based Restricted Stock Units that could vest based on the maximum level of achievement. The actual vesting of this award depends on EA's relative total stockholder return. |
| (6) | Represents the portion of unearned Performance-Based Restricted Stock Units cancelled in accordance with their terms. Pursuant to the terms of the applicable award agreement, 7,609 Performance-Based Restricted Stock Units from this tranche and 6,681 Performance-Based Restricted Stock Units from the first tranche were not cancelled and remain unearned as they can be earned in future periods. |
| (7) | This award has vested or will vest as to one-third on May 16, 2021, with the remainder of the award vesting in approximately equal increments every six months thereafter until the award is fully vested on May 16, 2023. |
| (8) | 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. |
| (9) | Vesting of this award depends on EA's relative total stockholder return. 66% of the target number of Performance-Based Restricted Stock Units vested from the third tranche of this award based on actual performance. |
| (10) | This award fully vested on May 16, 2022. Represents the portion of unearned Performance-Based Restricted Stock Units cancelled in accordance with their terms. |
| (11) | This award is fully vested. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Bruzzo Chris
209 REDWOOD SHORES PARKWAY
REDWOOD CITY, CA 94065 |
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| Chief Experience Officer |
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Signatures
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| /s/ Deborah Berenjfoorosh, Attorney-in-Fact For: Chris Bruzzo | | 5/18/2022 |
| **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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