SEC Form 4 · accession 0001065088-15-000198
EBAY INC · EBAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jul 17, 2015 | A | 43,317 | $0.00 | A | 495,573 | D | |
| Common StockF2 | Jul 17, 2015 | A | 71,428 | $0.00 | A | 567,001 | D | |
| Common StockF3 | Jul 17, 2015 | A | 60,000 | $0.00 | A | 627,001 | D | |
| Common Stock | Jul 17, 2015 | M | 68,386 | $0.00 | A | 695,387 | D | |
| Common StockF4 | Jul 17, 2015 | F | 133,232 | $27.90 | D | 562,155 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Units -6F5,F6,F7 | — | Jul 17, 2015 | M | 6,750 | D | — | — | Common Stock | 6,750 | 0 | D |
| Restricted Stock Units -7F5,F8,F7 | — | Jul 17, 2015 | M | 17,002 | D | — | — | Common Stock | 17,002 | 0 | D |
| Restricted Stock Units -8F5,F9,F7 | — | Jul 17, 2015 | M | 23,205 | D | — | — | Common Stock | 23,205 | 0 | D |
| Restricted Stock Units -9F5,F10,F7 | — | Jul 17, 2015 | M | 21,429 | D | — | — | Common Stock | 21,429 | 0 | D |
| Non-Qualified Stock Option (right to buy)F11 | $4.27 | holding | — | — | — | — | Mar 2, 2016 | Common Stock | 51,250 | 51,250 | D |
| Non-Qualified Stock Option (right to buy)F12 | $5.36 | holding | — | — | — | — | Feb 13, 2016 | Common Stock | 56,250 | 56,250 | D |
| Non-Qualified Stock Option (right to buy)F13 | $9.70 | holding | — | — | — | — | Mar 1, 2017 | Common Stock | 200,000 | 200,000 | D |
| Non-Qualified Stock Option (right to buy)F14 | $13.12 | holding | — | — | — | — | Mar 1, 2018 | Common Stock | 150,000 | 150,000 | D |
| Non-Qualified Stock Option (right to buy)F15 | $14.86 | holding | — | — | — | — | Apr 2, 2019 | Common Stock | 54,000 | 54,000 | D |
| Non-Qualified Stock Option (right to buy)F16 | $21.53 | holding | — | — | — | — | Jan 15, 2022 | Common Stock | 42,857 | 42,857 | D |
| Non-Qualified Stock Option (right to buy)F17 | $22.63 | holding | — | — | — | — | Apr 1, 2020 | Common Stock | 68,011 | 68,011 | D |
| Non-Qualified Stock Option (right to buy)F18 | $22.76 | holding | — | — | — | — | Apr 1, 2021 | Common Stock | 61,881 | 61,881 | D |
Explanation of responses
- F1The 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).
- F10The vesting of these restricted stock units was accelerated in full on July 17, 2015.
- F11The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/09 and 1/48th per month thereafter.
- F12The option grant is subject to a four-year vesting schedule, vesting 12.5% on 2/8/09 and 1/48th per month thereafter.
- F13The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/10 and 1/48th per month thereafter.
- F14The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/11 and 1/48th per month thereafter.
- F15The option grant is subject to a four-year vesting schedule, vesting 12.5% on 10/1/12 and 1/48th per month thereafter.
- F16The option grant is subject to a four-year vesting schedule, vesting 12.5% on 07/15/15 and 1/48th per month thereafter.
- F17The option grant is subject to a four-year vesting schedule, vesting 12.5% on 10/1/13 and 1/48th per month thereafter.
- F18The option grant is subject to a four-year vesting schedule, vesting 12.5% on 10/1/14 and 1/48th per month thereafter.
- F2The 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).
- F3The 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.
- F4Represents shares reacquired to satisfy tax withholding obligations in connection with the vesting of restricted stock units.
- F5Each restricted stock unit represents a contingent right to receive one share of eBay's common stock.
- F6The vesting of these restricted stock units was accelerated in full on July 17, 2015.
- F7Not Applicable.
- F8The vesting of these restricted stock units was accelerated in full on July 17, 2015.
- F9The vesting of these restricted stock units was accelerated in full on July 17, 2015.
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.