SEC Form 4 · accession 0001082906-18-000027
ELECTRONIC ARTS INC. · EA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jay C Hoag
Director
Period of report
Aug 1, 2018
Accepted (ET)
Aug 3, 2018 · 6:09 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000712515
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 1, 2018 | M | 183 | $116.12 | A | 183 | D | |
| Common StockF2,F1 | Aug 2, 2018 | M | 2,187 | — | A | 2,370 | D | |
| Common StockF3 | holding | — | — | — | 3,856 | I | TCV Management 2004, L.L.C. | |
| Common StockF4 | holding | — | — | — | 3,856 | I | TCV VI Management, L.LC. | |
| Common StockF5 | holding | — | — | — | 12,833 | I | TCV VII Management, L.L.C. | |
| Common StockF6 | holding | — | — | — | 597,499 | I | TCV V, L.P. | |
| Common StockF7 | holding | — | — | — | 604,369 | I | TCV VI, L.P. | |
| Common StockF8 | holding | — | — | — | 1,473,923 | I | TCV VII, L.P. | |
| Common StockF9 | holding | — | — | — | 765,443 | I | TCV VII (A), L.P. | |
| Common StockF10 | holding | — | — | — | 29,022 | I | TCV Member Fund, L.P. | |
| Common StockF11 | holding | — | — | — | 163,757 | I | Hoag Family Trust U/A Dtd 8/2/94 | |
| Common StockF12 | holding | — | — | — | 89,677 | I | Hamilton Investments Limited Partnership |
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)F14,F15,F13 | $127.48 | Aug 1, 2018 | A | 183 | A | — | Aug 1, 2018 | Common Stock | 183 | 183 | D |
| Non-Qualified Stock Option (right to buy)F15,F13 | $127.48 | Aug 1, 2018 | M | 183 | D | — | Aug 1, 2018 | Common Stock | 183 | 0 | D |
| Restricted Stock UnitsF2,F16 | — | Aug 2, 2018 | A | 2,020 | A | — | Aug 2, 2019 | Common Stock | 2,020 | 2,020 | D |
| Restricted Stock UnitsF2,F17 | — | Aug 2, 2018 | M | 2,187 | D | Aug 2, 2018 | Aug 2, 2018 | Common Stock | 2,187 | 0 | D |
Explanation of responses
- F1These shares are directly held by Jay C. Hoag. Mr. Hoag has the sole voting and dispositive power over the shares; however, TCV Management 2004, L.L.C., TCV VI Management, L.L.C., and TCV VII Management, L.L.C. (the "Management Companies") collectively own 100% of the pecuniary interest therein. Mr. Hoag is a member of each of the Management Companies but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F10These shares are directly held by TCV Member Fund, L.P. ("TCV MF"). Jay Hoag is a limited partner of TCV MF, a Class A Member of TCM V and TCM VI, and a Class A Director of Management VII. Each of TCM V, TCM VI, and Management VII is a general partner of TCV MF. Jay Hoag may be deemed to beneficially own the shares held by TCV MF but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F11Jay Hoag is a trustee of The Hoag Family Trust U/A Dtd 8/2/94. Jay Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F12Jay Hoag is the sole general partner and a limited partner of Hamilton Investments Limited Partnership. Jay Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F13This option was immediately exercised.
- F14This option was issued to the reporting person in lieu of Board cash compensation of $21,250.
- F15Jay C. Hoag has sole voting and dispositive power over the options he holds directly. However, the Management Companies have a right to 100% of the pecuniary interest in such options. Mr. Hoag is a member of each of the Management Companies. Mr. Hoag disclaims beneficial ownership of such options and the shares to be received upon the exercise of such options except to the extent of his pecuniary interest therein.
- F16The Restricted Stock Units vest in their entirety upon the earlier of (i) date of Electronic Arts Inc.'s next Annual Meeting of Stockholders or (ii) August 2, 2019.
- F17This award was fully vested as of August 2, 2018.
- F2Each Restricted Stock Unit represents the right to receive, at settlement, one share of Electronic Arts Inc. common stock.
- F3These shares are directly held by TCV Management 2004, L.L.C. ("TCM 2004"). Jay Hoag is a member of TCM 2004 but disclaims beneficial ownership of such shares except to the extent of his pecuinary interest therein.
- F4These shares are directly held by TCV VI Management, L.L.C. ("VI Management"). Jay Hoag is a member of VI Management but disclaims beneficial ownership of such shares except to the extent of his pecuinary interest therein.
- F5These shares are directly held by TCV VII Management, L.L.C. ("VII Management"). Jay Hoag is a member of VII Management but disclaims beneficial ownership of such shares except to the extent of his pecuinary interest therein.
- F6These shares are directly held by TCV V, L.P. Jay Hoag is a Class A Member of Technology Crossover Management V, L.L.C. ("TCM V"), which is the sole general partner of TCV V, L.P. Jay Hoag may be deemed to beneficially own the shares held by TCV V, L.P. but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F7These shares are directly held by TCV VI, L.P. Jay Hoag is a Class A Member of Technology Crossover Management VI, L.L.C. ("TCM VI"), which is the sole general partner of TCV VI, L.P. Jay Hoag may be deemed to beneficially own the shares held by TCV VI, L.P. but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F8These shares are directly held by TCV VII, L.P. Jay Hoag is a Class A Director of Technology Crossover Management VII, Ltd. ("Management VII") and a limited partner of Technology Crossover Management VII, L.P. ("TCM VII"). Management VII is the sole general partner of TCM VII, which is the sole general partner of TCV VII, L.P. Jay Hoag may be deemed to beneficially own the shares held by TCV VII, L.P. but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F9These shares are directly held by TCV VII (A), L.P. Jay Hoag is a Class A Director of Management VII and a limited partner of TCM VII. Management VII is the sole general partner of TCM VII, which is the sole general partner of TCV VII (A), L.P. Jay Hoag may be deemed to beneficially own the shares held by TCV VII (A), L.P. but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.