EBAY INC — Director's Dealing 2014

Mar 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EBAY INC (EBAY)
CIK: 0001065088
Period of Report: 2014-03-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-01	Common Stock	M	14062.0	$0.0	Acquired	153560	Direct
2014-03-01	Common Stock	A	42937.0	$0.0	Acquired	196497	Direct
2014-03-01	Common Stock	F	25455.0	$58.77	Disposed	171042	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-01	Restricted Stock Units -4	$	M	9375.0	Disposed		Common Stock (9375)	Direct
2014-03-01	Restricted Stock Units -5	$	M	4687.0	Disposed		Common Stock (4687)	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)	$32.29	2018-03-01	Common Stock (75000)	75000	Direct
Non-Qualified Stock Option (right to buy)	$36.59	2019-04-02	Common Stock (36000)	36000	Direct
Non-Qualified Stock Option (right to buy)	$55.71	2020-04-01	Common Stock (28338)	28338	Direct
Restricted Stock Units -6	$		Common Stock (81000)	81000	Direct
Restricted Stock Units -7	$		Common Stock (14169)	14169	Direct

Footnotes

F1: The reporting person was granted 42,937 shares of common stock in connection with the settlement of performance-based restricted stock units upon the company's achievement of certain performance criteria for the 2012/2013 period. 50% of the shares vested on the date of grant and the remainder will vest on 3/1/15.

F2: Represents shares reacquired to satisfy tax withholding obligations in connection with the vesting of (a) 9,375 shares of restricted stock granted to the Reporting Person on 3/1/10 (b) 4,687 shares of restricted stock granted to the Reporting Person on 3/1/11 (c) 16,312 shares of restricted stock granted to the Reporting Person on 3/1/13 as a result of the company's achievement of certain performance criteria for 2011/2012 (the award was originally allocated to the reporting person as performance-based restricted stock units) and (d) 21,469 shares of restricted stock granted to the Reporting Person on 3/1/14 (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 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.

F5: Not Applicable.

F6: 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.

F7: The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/09 and 1/48th per month thereafter.

F8: The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/10 and 1/48th per month thereafter.

F9: The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/11 and 1/48th per month thereafter.

F10: The option grant is subject to a four-year vesting schedule, vesting 12.5% on 10/1/12 and 1/48th per month thereafter.

F11: The option grant is subject to a four-year vesting schedule, vesting 12.5% on 10/1/13 and 1/48th per month thereafter.

F12: The reporting person received 108,000 restricted stock units subject to a four-year vesting schedule, vesting 25% on 4/1/13 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.

F13: The reporting person received 14,169 restricted stock units subject to a four-year vesting schedule, vesting 25% on 4/1/14 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.