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: SWAN ROBERT HOLMES (SVP, Finance & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-01	Common Stock	M	55250	—	Acquired	351675	Direct
2012-03-01	Common Stock	A	81875	—	Acquired	433550	Direct
2012-03-01	Common Stock	F	49743	$36.37	Disposed	383807	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-01	Restricted Stock Units -3	$	M	30250	Disposed		Common Stock (30250)	Direct
2012-03-01	Restricted Stock Units -4	$	M	15625	Disposed		Common Stock (15625)	Direct
2012-03-01	Restricted Stock Units -5	$	M	9375	Disposed		Common Stock (9375)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Option (right to buy)	$10.5	2016-03-02	Common Stock (171250)	171250	Direct
Non-Qualified Stock Option (right to buy)	$13.19	2016-02-13	Common Stock (250000)	250000	Direct
Non-Qualified Stock Option (right to buy)	$23.88	2017-03-01	Common Stock (250000)	250000	Direct
Non-Qualified Stock Option (right to buy)	$25.85	2015-03-03	Common Stock (171250)	171250	Direct
Non-Qualified Stock Option (right to buy)	$26.36	2015-08-08	Common Stock (250000)	250000	Direct
Non-Qualified Stock Option (right to buy)	$28.36	2013-09-29	Common Stock (187500)	187500	Direct
Non-Qualified Stock Option (right to buy)	$31.93	2014-03-01	Common Stock (204600)	204600	Direct
Non-Qualified Stock Option (right to buy)	$32.29	2018-03-01	Common Stock (150000)	150000	Direct
Non-Qualified Stock Option (right to buy)	$39	2013-03-31	Common Stock (187500)	187500	Direct

Footnotes

F1: The reporting person was granted 81,875 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) 30,250 shares of restricted stock granted to the Reporting Person on 3/2/09 (b) 15,625 shares of restricted stock granted to the Reporting Person on 3/1/10 (c) 10,368 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 (d) 9,375 shares of restricted stock granted to the Reporting Person on 3/1/11 and (e) 40,938 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 121,000 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.

F5: Not Applicable.

F6: The reporting person received 62,500 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.

F7: The reporting person received 37,500 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.

F8: The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/09 and 1/48th per month thereafter.

F9: The option grant is subject to a four-year vesting schedule, vesting 12.5% on 2/8/09 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 25% on 3/16/07 and 1/48th per month thereafter.

F13: The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/07 and 1/48th per month thereafter.

F14: The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/11 and 1/48th per month thereafter.