EBAY INC — Director's Dealing 2012

Mar 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EBAY INC (EBAY)
CIK: 0001065088
Period of Report: 2012-03-01

Reporting Person: Axelrod Elizabeth L (SVP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-01	Common Stock	M	59313	—	Acquired	217895	Direct
2012-03-01	Common Stock	A	49125	—	Acquired	267020	Direct
2012-03-01	Common Stock	F	41249	$36.37	Disposed	225771	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-01	Restricted Stock Units -1	$	M	20000	Disposed		Common Stock (20000)	Direct
2012-03-01	Restricted Stock Units -3	$	M	25250	Disposed		Common Stock (25250)	Direct
2012-03-01	Restricted Stock Units -4	$	M	9375	Disposed		Common Stock (9375)	Direct
2012-03-01	Restricted Stock Units -5	$	M	4688	Disposed		Common Stock (4688)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Option (right to buy)	$10.5	2016-03-02	Common Stock (91250)	91250	Direct
Non-Qualified Stock Option (right to buy)	$23.88	2017-03-01	Common Stock (150000)	150000	Direct
Non-Qualified Stock Option (right to buy)	$25.85	2015-03-03	Common Stock (91250)	91250	Direct
Non-Qualified Stock Option (right to buy)	$31.93	2014-03-01	Common Stock (148800)	148800	Direct
Non-Qualified Stock Option (right to buy)	$32.29	2018-03-01	Common Stock (75000)	75000	Direct
Non-Qualified Stock Option (right to buy)	$35.16	2015-04-08	Common Stock (700000)	700000	Direct
Non-Qualified Stock Option (right to buy)	$39.9	2013-03-01	Common Stock (120000)	120000	Direct

Footnotes

F1: The reporting person was granted 49,125 shares of common stock as a result of the company's achievement of certain performance criteria for 2010/2011 (the award was originally allocated to the reporting person as performance-based restricted stock units). 50% of the shares vested on the date of grant and the remainder will vest on 3/1/13.

F2: Represents shares reacquired to satisfy tax withholding obligations in connection with the vesting of (a) 20,000 shares of restricted stock granted to the Reporting Person on 3/1/07 (b) 25,250 shares of restricted stock granted to the Reporting Person on 3/2/09 (c) 9,375 shares of restricted stock granted to the Reporting Person on 3/1/10 (d) 6,665 shares of restricted stock granted to the Reporting Person on 3/1/11 as a result of the company's achievement of certain performance criteria for 2009/2010 (the award was originally allocated to the reporting person as performance-based restricted stock units (e) 4,688 shares of restricted stock granted to the Reporting Person on 3/1/11 and (f) 24,563 shares of restricted stock granted to the Reporting Person on 3/1/12 (see footnote 1).

F3: Each restricted stock unit represents a contingent right to receive one share of eBay's common stock.

F4: The reporting person received restricted stock units of 50,000 shares subject to a five-year vesting schedule, vesting 30% on 3/1/10, vesting an incremental 30% on 3/1/11 and vesting the remaining 40% on 3/1/12.

F5: Not Applicable.

F6: The reporting person received 101,000 restricted stock units subject to a four-year vesting schedule, vesting 25% on 3/1/10 and 25% each year thereafter. Upon vesting, the reporting person will receive a number of shares of common stock equal to the number of restricted stock units that have vested.

F7: The reporting person received 37,500 restricted stock units subject to a four-year vesting schedule, vesting 25% on 3/1/11 and 25% each year thereafter. Upon vesting, the reporting person will receive a number of shares of common stock equal to the number of restricted stock units that have vested.

F8: The reporting person received 18,750 restricted stock units subject to a four-year vesting schedule, vesting 25% on 3/1/12 and 25% each year thereafter. Upon vesting, the reporting person will receive a number of shares of common stock equal to the number of restricted stock units that have vested.

F9: The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/09 and 1/48th per month thereafter.

F10: The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/10 and 1/48th per month thereafter.

F11: The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/08 and 1/48th per month thereafter.

F12: The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/07 and 1/48th per month thereafter.

F13: The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/11 and 1/48th per month thereafter.

F14: The option grant is subject to a four-year vesting schedule, vesting 25% on 3/31/06 and 1/48th per month thereafter.

F15: The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/06 and 1/48th per month thereafter.