SEC Form 4 · accession 0001531349-17-000002
EBAY INC · EBAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kathleen C. Mitic
Director
Period of report
May 18, 2017
Accepted (ET)
May 22, 2017 · 7:32 pm EDT
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 StockF1 | May 18, 2017 | S | 3,191 | $33.8325 | D | 20,162 | D | |
| Common StockF2 | May 18, 2017 | S | 8,706 | $33.8397 | D | 11,456 | 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 -2F3,F4,F5 | — | May 18, 2017 | A | 6,523 | A | — | — | Common Stock | 6,523 | 6,523 | D |
| Deferred Stock UnitsF6 | $0.00 | holding | — | — | — | — | Apr 26, 2022 | Common Stock | 5,359 | 5,359 | D |
| Deferred Stock UnitsF7 | $0.00 | holding | — | — | — | — | May 1, 2022 | Common Stock | 306 | 306 | D |
| Deferred Stock UnitsF7 | $0.00 | holding | — | — | — | — | Aug 1, 2022 | Common Stock | 284 | 284 | D |
| Deferred Stock UnitsF7 | $0.00 | holding | — | — | — | — | Nov 1, 2022 | Common Stock | 253 | 253 | D |
| Deferred Stock UnitsF7 | $0.00 | holding | — | — | — | — | Feb 1, 2023 | Common Stock | 218 | 218 | D |
| Deferred Stock UnitsF8 | $0.00 | holding | — | — | — | — | Apr 18, 2023 | Common Stock | 4,166 | 4,166 | D |
| Deferred Stock UnitsF9 | $0.00 | holding | — | — | — | — | May 1, 2023 | Common Stock | 239 | 239 | D |
| Deferred Stock UnitsF10 | $0.00 | holding | — | — | — | — | — | Common Stock | 4,740 | 4,740 | D |
Explanation of responses
- F1Represents the weighted average price of shares sold at prices that ranged from $33.83 to $33.8350.
- F10The reporting person has received an exempt award of Deferred Stock Units ("DSUs") under the Company's 2003 Deferred Stock Unit Plan, as amended, 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.
- F2Represents the weighted average price of shares sold at prices that ranged from $33.83 to $33.8450.
- F3Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
- F4In connection with the reporting person's service as a non-employee director of the Issuer, such reporting person has been granted restricted stock units. The number of restricted stock units granted represents the quotient of (A) $220,000 divided by (B) the Issuer's closing stock price on the date of grant, rounded up to the nearest whole restricted stock unit. 100% of the restricted stock units vest on the earlier of: (i) the one-year anniversary of the date of grant or (ii) the date of the Issuer's first annual meeting of stockholders that occurs after the date of grant, provided that the reporting person continues to provide service to the Issuer through such date.
- F5Not Applicable.
- F6In 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.
- 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.
- F8In 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.
- F9The reporting person has received an exempt award of Deferred Stock Units ("DSUs") under the Company's 2008 Equity Incentive Award Plan, as amended from time to time. 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), and the number of DSUs granted represent the quotient of (A) such fees divided by (B) the Company's closing stock price on the date of grant rounded up to the nearest whole DSU. The DSUs are immediately vested.