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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units -6 | (5) | 07/17/2015 | M | 6,750 | (6) | (7) | Common Stock | 6,750 | $ 0 | 0 | D | ||||
| Restricted Stock Units -7 | (5) | 07/17/2015 | M | 17,002 | (8) | (7) | Common Stock | 17,002 | $ 0 | 0 | D | ||||
| Restricted Stock Units -8 | (5) | 07/17/2015 | M | 23,205 | (9) | (7) | Common Stock | 23,205 | $ 0 | 0 | D | ||||
| Restricted Stock Units -9 | (5) | 07/17/2015 | M | 21,429 | (10) | (7) | Common Stock | 21,429 | $ 0 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 4.27 | (11) | 03/02/2016 | Common Stock | 51,250 | 51,250 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 5.36 | (12) | 02/13/2016 | Common Stock | 56,250 | 56,250 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 9.7 | (13) | 03/01/2017 | Common Stock | 200,000 | 200,000 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 13.12 | (14) | 03/01/2018 | Common Stock | 150,000 | 150,000 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 14.86 | (15) | 04/02/2019 | Common Stock | 54,000 | 54,000 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 21.53 | (16) | 01/15/2022 | Common Stock | 42,857 | 42,857 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 22.63 | (17) | 04/01/2020 | Common Stock | 68,011 | 68,011 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 22.76 | (18) | 04/01/2021 | Common Stock | 61,881 | 61,881 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SWAN ROBERT HOLMES C/O EBAY INC. 2065 HAMILTON AVE. SAN JOSE, CA 95125 |
X | |||
| Robert Holmes Swan | 07/21/2015 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The reporting person was granted 43,317 restricted stock units as a result of the company's achievement of certain performance criteria for 2014/2015 (the award was originally allocated to the reporting person as performance-based restricted stock units). |
| (2) | The reporting person was granted 71,428 restricted stock units as a result of the company's achievement of certain performance criteria for 2015/2016 (the award was originally allocated to the reporting person as performance-based restricted stock units). |
| (3) | The reporting person received 60,000 restricted stock units as a result of the achievement of certain performance criteria relating to the third tranche of 30% of a performance share unit award granted in 2012. |
| (4) | Represents shares reacquired to satisfy tax withholding obligations in connection with the vesting of restricted stock units. |
| (5) | Each restricted stock unit represents a contingent right to receive one share of eBay's common stock. |
| (6) | The vesting of these restricted stock units was accelerated in full on July 17, 2015. |
| (7) | Not Applicable. |
| (8) | The vesting of these restricted stock units was accelerated in full on July 17, 2015. |
| (9) | The vesting of these restricted stock units was accelerated in full on July 17, 2015. |
| (10) | The vesting of these restricted stock units was accelerated in full on July 17, 2015. |
| (11) | The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/09 and 1/48th per month thereafter. |
| (12) | The option grant is subject to a four-year vesting schedule, vesting 12.5% on 2/8/09 and 1/48th per month thereafter. |
| (13) | The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/10 and 1/48th per month thereafter. |
| (14) | The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/11 and 1/48th per month thereafter. |
| (15) | The option grant is subject to a four-year vesting schedule, vesting 12.5% on 10/1/12 and 1/48th per month thereafter. |
| (16) | The option grant is subject to a four-year vesting schedule, vesting 12.5% on 07/15/15 and 1/48th per month thereafter. |
| (17) | The option grant is subject to a four-year vesting schedule, vesting 12.5% on 10/1/13 and 1/48th per month thereafter. |
| (18) | The option grant is subject to a four-year vesting schedule, vesting 12.5% on 10/1/14 and 1/48th per month thereafter. |
| Remarks: (1) In connection with the July 17, 2015 distribution (the "Distribution") by eBay Inc. ("eBay") to its stockholders of all of the outstanding shares of the common stock of PayPal Holdings, Inc. ("PayPal"), the reporting person ceased service as an executive officer of eBay and became a member of its Board of Directors; and (2) pursuant to the Employee Matters Agreement between eBay and PayPal relating to the Distribution, the reporting person received an equity award of PayPal common stock in respect of each outstanding equity award held by the reporting person. In addition, (i) all of the reporting person's outstanding equity awards vested in connection with the termination of the reporting person's employment with eBay and (ii) the terms of each of the reporting person's outstanding eBay options were adjusted pursuant to the Employee Matters Agreement. All information regarding such eBay options is shown on this Form 4 on a post-adjustment basis. For additional information regarding the eBay Transaction Success and Retention Program relating to the reporting person and other transitioning executives, see the Current Report on Form 8-K filed by eBay on December 18, 2014. In addition, Table I, Column 5, includes 474 shares acquired under eBay's Employee Stock Purchase Plan on April 30, 2015. | |