SEC Form 4 · accession 0001225187-16-000005
EBAY INC · EBAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas J Tierney
Director
Period of report
Feb 16, 2016
Accepted (ET)
Feb 18, 2016 · 7:01 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001065088
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Feb 16, 2016 | M | 3,576 | $6.69 | A | 19,053 | D | |
| Common Stock | Feb 16, 2016 | S | 3,576 | $23.00 | D | 15,477 | D | |
| Common Stock | Feb 17, 2016 | M | 4,424 | $6.69 | A | 19,901 | D | |
| Common Stock | Feb 17, 2016 | S | 4,424 | $23.08 | D | 15,477 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy)F1 | $6.69 | Feb 16, 2016 | M | 3,576 | D | — | Apr 29, 2016 | Common Stock | 3,576 | 12,395 | D |
| Non-Qualified Stock Option (right to buy)F1 | $6.69 | Feb 17, 2016 | M | 4,424 | D | — | Apr 29, 2016 | Common Stock | 4,424 | 7,971 | D |
| Deferred Stock UnitsF2 | $0.00 | holding | — | — | — | — | Jun 26, 2013 | Common Stock | 5,816 | 5,816 | D |
| Deferred Stock UnitsF3 | $0.00 | holding | — | — | — | — | Aug 1, 2015 | Common Stock | 315 | 315 | D |
| Deferred Stock UnitsF4 | $0.00 | holding | — | — | — | — | Nov 1, 2015 | Common Stock | 341 | 341 | D |
| Deferred Stock UnitsF5 | $0.00 | holding | — | — | — | — | Feb 1, 2016 | Common Stock | 320 | 320 | D |
| Deferred Stock UnitsF6 | $0.00 | holding | — | — | — | — | May 1, 2016 | Common Stock | 400 | 400 | D |
| Deferred Stock UnitsF7 | $0.00 | holding | — | — | — | — | Aug 1, 2016 | Common Stock | 581 | 581 | D |
| Deferred Stock UnitsF8 | $0.00 | holding | — | — | — | — | Nov 1, 2016 | Common Stock | 437 | 437 | D |
| Deferred Stock UnitsF9 | $0.00 | holding | — | — | — | — | Feb 1, 2017 | Common Stock | 427 | 427 | D |
| Deferred Stock UnitsF10 | $0.00 | holding | — | — | — | — | May 1, 2017 | Common Stock | 410 | 410 | D |
| Deferred Stock UnitsF11 | $0.00 | holding | — | — | — | — | Aug 1, 2017 | Common Stock | 419 | 419 | D |
| Deferred Stock UnitsF11 | $0.00 | holding | — | — | — | — | Nov 1, 2017 | Common Stock | 535 | 535 | D |
| Deferred Stock UnitsF11 | $0.00 | holding | — | — | — | — | Feb 1, 2018 | Common Stock | 650 | 650 | D |
| Deferred Stock UnitsF11 | $0.00 | holding | — | — | — | — | May 1, 2018 | Common Stock | 589 | 589 | D |
| Deferred Stock UnitsF12 | $0.00 | holding | — | — | — | — | Jun 19, 2018 | Common Stock | 3,771 | 3,771 | D |
| Deferred Stock UnitsF13 | $0.00 | holding | — | — | — | — | Aug 1, 2018 | Common Stock | 729 | 729 | D |
| Deferred Stock UnitsF11 | $0.00 | holding | — | — | — | — | Nov 1, 2018 | Common Stock | 818 | 818 | D |
| Deferred Stock UnitsF11 | $0.00 | holding | — | — | — | — | Feb 1, 2019 | Common Stock | 1,039 | 1,039 | D |
| Deferred Stock UnitsF12 | $0.00 | holding | — | — | — | — | Apr 29, 2019 | Common Stock | 6,678 | 6,678 | D |
| Deferred Stock UnitsF12 | $0.00 | holding | — | — | — | — | Apr 29, 2020 | Common Stock | 4,537 | 4,537 | D |
| Deferred Stock UnitsF14 | $0.00 | holding | — | — | — | — | Apr 28, 2021 | Common Stock | 6,470 | 6,470 | D |
| Deferred Stock UnitsF14 | $0.00 | holding | — | — | — | — | Apr 26, 2022 | Common Stock | 5,359 | 5,359 | D |
| Deferred Stock UnitsF15 | $0.00 | holding | — | — | — | — | Apr 18, 2023 | Common Stock | 4,166 | 4,166 | D |
| Non-Qualified Stock Option (right to buy)F1 | $9.85 | holding | — | — | — | — | Apr 29, 2017 | Common Stock | 14,014 | 14,014 | D |
Explanation of responses
- F1In connection with the reporting person's continuous service as a non-employee director of the Company, such reporting person has been granted options at the time of the Company's annual meeting of stockholders. The number of options granted is equal to the net present value of $110,000, calculated using the Black-Scholes valuation methodology on the date of grant. Options become exercisable as to 25% on the one year anniversary date of the grant and 1/48th monthly thereafter, provided that the reporting person continues as a director or consultant of the Company through such date.
- F10The reporting person has received an exempt award of Deferred Stock Units ("DSUs") under the Company's 2003 Deferred Stock Unit Plan, as amended. DSUs represent a right to receive shares of the Company's common stock (or, in the sole discretion of the Compensation Committee of the Company's Board of Directors, cash, securities or other property equal to the fair market value thereof) upon termination of service as a Director of the Company. The reporting person has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Company's Board of Directors and any committees thereof. The DSUs are awarded on the date such fees would otherwise be payable (i.e., quarterly in arrears). The DSUs are immediately vested and expire on 5/01/2017, or later if the reporting person is still in continuous service as a Director of the Company on such date.
- F11The reporting person has received an exempt award of Deferred Stock Units ("DSUs") under the Company's 2003 Deferred Stock Unit Plan, as amended. DSUs represent a right to receive shares of the Company's common stock (or, in the sole discretion of the Compensation Committee of the Company's Board of Directors, cash, securities or other property equal to the fair market value thereof) upon termination of service as a Director of the Company. The reporting person has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Company's Board of Directors and any committees thereof. The DSUs are awarded on the date such fees would otherwise be payable (i.e., quarterly in arrears). The DSUs are immediately vested.
- F12In connection with the reporting person's continuous service as a non-employee director of the Company, such reporting person has been granted an exempt award of Deferred Stock Units ("DSUs") at the time of the Company's annual meeting of stockholders. The number of DSUs granted represents the quotient of (A) $110,000 divided by (B) the Company's closing stock price on the date of grant. The DSUs becomes vested as to 25% on the one year anniversary of the grant and 1/48th monthly thereafter, provided that the reporting person continues as a director or consultant of the Company through such date.
- F13The reporting person has received an exempt award of Deferred Stock Units ("DSUs") under the Company's 2008 Equity Incentive Award Plan. DSUs represent a right to receive shares of the Company's common stock (or, in the sole discretion of the Compensation Committee of the Company's Board of Directors, cash, securities or other property equal to the fair market value thereof) upon termination of service as a Director of the Company. The reporting person has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Company's Board of Directors and any committees thereof. The DSUs are awarded on the date such fees would otherwise be payable (i.e., quarterly in arrears). The DSUs are immediately vested.
- F14In connection with the reporting person's continuous service as a non-employee director of the Company, such reporting person has been granted an exempt award of Deferred Stock Units ("DSUs") at the time of the Company's annual meeting of stockholders. The number of DSUs granted represents the quotient of (A) $220,000 divided by (B) the Company's closing stock price on the date of grant. The DSUs becomes vested as to 25% on the one year anniversary of the grant and 1/48th monthly thereafter, provided that the reporting person continues as a director or consultant of the Company through such date.
- F15In connection with the reporting person's continuous service as a non-employee director of the Company, such reporting person has been granted an exempt award of Deferred Stock Units ("DSUs") at the time of the Company's annual meeting of stockholders. The number of DSUs granted represents the quotient of (A) $220,000 divided by (B) the Company's closing stock price on the date of grant rounded up to the nearest whole DSU. The DSUs becomes vested as to 25% on the one year anniversary of the grant and 1/48th monthly thereafter, provided that the reporting person continues as a director or consultant of the Company through such date.
- F2The reporting person has received an exempt award of Deferred Stock Units ("DSUs") under the Company's 2003 Deferred Stock Unit Plan which is a right to receive shares of common stock of the Issuer upon termination of service as a Director of the Company subject to the terms and conditions of the DSU Award Agreement. The DSUs becomes vested as to 25% on the one year anniversary of the grant and 1/48th monthly thereafter, subject to the terms and conditions of the DSU Award Agreement. The DSU expires the later of 6/26/2013 or later if the reporting person is still in continuous service as a Director on such date.
- F3The reporting person has received an exempt award of Deferred Stock Units ("DSUs") under the Company's 2003 Deferred Stock Unit Plan, as amended. DSUs represent a right to receive shares of the Company's common stock (or, in the sole discretion of the Compensation Committee of the Company's Board of Directors, cash, securities or other property equal to the fair market value thereof) upon termination of service as a Director of the Company. The reporting person has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Company's Board of Directors and any committees thereof. The DSUs are awarded on the date such fees would otherwise be payable (i.e., quarterly in arrears). The DSUs are immediately vested and expire on 8/1/2015, or later if the reporting person is still in continuous service as a Director of the Company on such date.
- F4The reporting person has received an exempt award of Deferred Stock Units ("DSUs") under the Company's 2003 Deferred Stock Unit Plan, as amended. DSUs represent a right to receive shares of the Company's common stock (or, in the sole discretion of the Compensation Committee of the Company's Board of Directors, cash, securities or other property equal to the fair market value thereof) upon termination of service as a Director of the Company. The reporting person has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Company's Board of Directors and any committees thereof. The DSUs are awarded on the date such fees would otherwise be payable (i.e., quarterly in arrears). The DSUs are immediately vested and expire on 11/1/2015, or later if the reporting person is still in continuous service as a Director of the Company on such date.
- F5The reporting person has received an exempt award of Deferred Stock Units ("DSUs") under the Company's 2003 Deferred Stock Unit Plan, as amended. DSUs represent a right to receive shares of the Company's common stock (or, in the sole discretion of the Compensation Committee of the Company's Board of Directors, cash, securities or other property equal to the fair market value thereof) upon termination of service as a Director of the Company. The reporting person has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Company's Board of Directors and any committees thereof. The DSUs are awarded on the date such fees would otherwise be payable (i.e., quarterly in arrears). The DSUs are immediately vested and expire on 2/1/2016, or later if the reporting person is still in continuous service as a Director of the Company on such date.
- F6The reporting person has received an exempt award of Deferred Stock Units ("DSUs") under the Company's 2003 Deferred Stock Unit Plan, as amended. DSUs represent a right to receive shares of the Company's common stock (or, in the sole discretion of the Compensation Committee of the Company's Board of Directors, cash, securities or other property equal to the fair market value thereof) upon termination of service as a Director of the Company. The reporting person has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Company's Board of Directors and any committees thereof. The DSUs are awarded on the date such fees would otherwise be payable (i.e., quarterly in arrears). The DSUs are immediately vested and expire on 5/1/2016, or later if the reporting person is still in continuous service as a Director of the Company on such date.
- F7The reporting person has received an exempt award of Deferred Stock Units ("DSUs") under the Company's 2003 Deferred Stock Unit Plan, as amended. DSUs represent a right to receive shares of the Company's common stock (or, in the sole discretion of the Compensation Committee of the Company's Board of Directors, cash, securities or other property equal to the fair market value thereof) upon termination of service as a Director of the Company. The reporting person has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Company's Board of Directors and any committees thereof. The DSUs are awarded on the date such fees would otherwise be payable (i.e., quarterly in arrears). The DSUs are immediately vested and expire on 8/1/2016, or later if the reporting person is still in continuous service as a Director of the Company on such date.
- F8The reporting person has received an exempt award of Deferred Stock Units ("DSUs") under the Company's 2003 Deferred Stock Unit Plan, as amended. DSUs represent a right to receive shares of the Company's common stock (or, in the sole discretion of the Compensation Committee of the Company's Board of Directors, cash, securities or other property equal to the fair market value thereof) upon termination of service as a Director of the Company. The reporting person has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Company's Board of Directors and any committees thereof. The DSUs are awarded on the date such fees would otherwise be payable (i.e., quarterly in arrears). The DSUs are immediately vested and expire on 11/01/2016, or later if the reporting person is still in continuous service as a Director of the Company on such date.
- F9The reporting person has received an exempt award of Deferred Stock Units ("DSUs") under the Company's 2003 Deferred Stock Unit Plan, as amended. DSUs represent a right to receive shares of the Company's common stock (or, in the sole discretion of the Compensation Committee of the Company's Board of Directors, cash, securities or other property equal to the fair market value thereof) upon termination of service as a Director of the Company. The reporting person has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Company's Board of Directors and any committees thereof. The DSUs are awarded on the date such fees would otherwise be payable (i.e., quarterly in arrears). The DSUs are immediately vested and expire on 2/01/2017, or later if the reporting person is still in continuous service as a Director of the Company on such date.
Remarks
The terms of each of the reporting person's outstanding options and deferred stock units were adjusted pursuant to the Employee Matters Agreement between eBay Inc. ("eBay") and PayPal Holdings Inc. ("PayPal") relating to the July 17, 2015 distribution by eBay to its stockholders of all of the outstanding shares of PayPal. All information regarding such options and deferred stock units is shown on this Form 4 on a post-adjustment basis.