Sec Form 4 Filing - Axelrod Elizabeth L @ EBAY INC - 2013-05-10

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Axelrod Elizabeth L 2. Issuer Name and Ticker or Trading Symbol EBAY INC [ EBAY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, Human Resources (Last) (First) (Middle) C/O EBAY INC., 2145 HAMILTON AVE 3. Date of Earliest Transaction (MM/DD/YY) 05/10/2013 (Street) SAN JOSE, CA95125 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/10/2013 M 400 A $ 31.93 209,701 D Common Stock 05/10/2013 S 400 D $ 55.39 209,301 D Common Stock 05/14/2013 M 200,000 A $ 35.16 409,301 D Common Stock 05/14/2013 S 200,000 D $ 56 209,301 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Non-Qualified Stock Option (right to buy) $ 31.93 05/10/2013 M 400 ( 1 ) 03/01/2014 Common Stock 400 $ 0 0 D Non-Qualified Stock Option (right to buy) $ 35.16 05/14/2013 M 200,000 ( 2 ) 04/08/2015 Common Stock 200,000 $ 0 400,000 D Non-Qualified Stock Option (right to buy) $ 10.5 ( 3 ) 03/02/2016 Common Stock 91,250 91,250 D Non-Qualified Stock Option (right to buy) $ 23.88 ( 4 ) 03/01/2017 Common Stock 150,000 150,000 D Non-Qualified Stock Option (right to buy) $ 32.29 ( 5 ) 03/01/2018 Common Stock 75,000 75,000 D Non-Qualified Stock Option (right to buy) $ 36.59 ( 6 ) 04/02/2019 Common Stock 36,000 36,000 D Non-Qualified Stock Option (right to buy) $ 55.71 ( 7 ) 04/01/2020 Common Stock 28,338 28,338 D Restricted Stock Units -4 ( 8 ) ( 9 ) ( 10 ) Common Stock 9,375 9,375 D Restricted Stock Units -5 ( 8 ) ( 11 ) ( 10 ) Common Stock 9,374 9,374 D Restricted Stock Units -6 ( 8 ) ( 12 ) ( 10 ) Common Stock 81,000 81,000 D Restricted Stock Units -7 ( 8 ) ( 13 ) ( 10 ) Common Stock 14,169 14,169 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Axelrod Elizabeth L C/O EBAY INC. 2145 HAMILTON AVE SAN JOSE, CA95125 SVP, Human Resources Signatures By: Brian Levey For: Elizabeth L. Axelrod 05/14/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/07 and 1/48th per month thereafter. ( 2 )The option grant is subject to a four-year vesting schedule, vesting 25% on 3/31/06 and 1/48th per month thereafter. ( 3 )The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/09 and 1/48th per month thereafter. ( 4 )The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/10 and 1/48th per month thereafter. ( 5 )The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/11 and 1/48th per month thereafter. ( 6 )The option grant is subject to a four-year vesting schedule, vesting 12.5% on 10/1/12 and 1/48th per month thereafter. ( 7 )The option grant is subject to a four-year vesting schedule, vesting 12.5% on 10/1/13 and 1/48th per month thereafter. ( 8 )Each restricted stock unit represents a contingent right to receive one share of eBay's common stock. ( 9 )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. ( 10 )Not Applicable. ( 11 )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. ( 12 )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. ( 13 )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.

Remarks: In addition, Table I, Columun 5, includes 508 shares acquired under eBay's Employee Stock Purchase Plan on April 30, 2013.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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