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: Donahoe John J (Director, President, CEO & Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-01	Common Stock	M	304867	—	Acquired	469243	Direct
2012-03-01	Common Stock	A	163750	—	Acquired	632993	Direct
2012-03-01	Common Stock	F	206213	$36.37	Disposed	426780	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-01	Restricted Stock Units -1	$	M	60000	Disposed		Common Stock (60000)	Direct
2012-03-01	Restricted Stock Units -2	$	M	97195	Disposed		Common Stock (97195)	Direct
2012-03-01	Restricted Stock Units -4	$	M	94356	Disposed		Common Stock (94356)	Direct
2012-03-01	Restricted Stock Units -5	$	M	31250	Disposed		Common Stock (31250)	Direct
2012-03-01	Restricted Stock Units -6	$	M	22066	Disposed		Common Stock (22066)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Option (right to buy)	$25.85	2015-03-03	Common Stock (258891)	258891	Direct
Non-Qualified Stock Option (right to buy)	$10.5	2016-03-02	Common Stock (585774)	585774	Direct
Non-Qualified Stock Option (right to buy)	$23.88	2017-03-01	Common Stock (500000)	500000	Direct
Non-Qualified Stock Option (right to buy)	$24.93	2015-09-01	Common Stock (258891)	258891	Direct
Non-Qualified Stock Option (right to buy)	$25.85	2015-03-03	Common Stock (226774)	226774	Direct
Non-Qualified Stock Option (right to buy)	$31.93	2014-03-01	Common Stock (260400)	260400	Direct
Non-Qualified Stock Option (right to buy)	$32.29	2018-03-01	Common Stock (354477)	354477	Direct
Non-Qualified Stock Option (right to buy)	$35.5	2015-03-25	Common Stock (1000000)	1000000	Direct
Non-Qualified Stock Option (right to buy)	$39.9	2013-03-01	Common Stock (350000)	350000	Direct

Footnotes

F1: The reporting person was granted 163,750 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) 60,000 shares of restricted stock granted to the Reporting Person on 3/1/07 (b) 97,195 shares of restricted stock granted to the Reporting Person on 3/3/08 (c) 94,356 shares of restricted stock granted to the Reporting Person on 3/2/09 (d) 31,250 shares of restricted stock granted to the Reporting Person on 3/1/10 (e) 55,009 shares of restricted stock granted to the Reporting Person on 3/1/2011 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 (f) 22,066 shares of restricted stock granted to the Reporting Person on 3/1/11 and (g) 81,875 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 150,000 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 restricted stock units of 388,781 shares subject to a four-year vesting schedule, vesting 25% on 03/01/09 and 25% annually thereafter.

F7: The reporting person received 377,425 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.

F8: The reporting person received 125,000 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.

F9: The reporting person received 88,262 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.

F10: The option grant is subject to a four-year vesting schedule, vesting 12.5% on 09/30/08 and 1/48th per month thereafter.

F11: The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/09 and 1/48th per month thereafter.

F12: The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/10 and 1/48th per month thereafter.

F13: The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/08 and 1/48th per month thereafter.

F14: The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/07 and 1/48th per month thereafter.

F15: The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/11 and 1/48th per month thereafter.

F16: Options become exercisable as to 25% on the one year anniversary date of the grant and 1/48th monthly thereafter.

F17: The option grant is subject to a five-year vesting schedule, vesting 30% on 3/1/09, vesting an incremental 30% on 3/1/10 and vesting the remaining 40% on 3/1/11.