Sec Form 4 Filing - JACOBSON MICHAEL R @ EBAY INC - 2012-03-01

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person JACOBSON MICHAEL R 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, Legal Affairs, GC & Sec (Last) (First) (Middle) C/O EBAY INC., 2145 HAMILTON AVE 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2012 (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 03/01/2012 M 60,000 A $ 19.3875 468,648 D Common Stock 03/01/2012 S 60,000 ( 1 ) D $ 36.3289 ( 2 ) 408,648 D Common Stock 03/01/2012 M 28,108 A $ 0 436,756 D Common Stock 03/01/2012 A 32,750 ( 3 ) A $ 0 469,506 D Common Stock 03/01/2012 F 23,879 ( 4 ) D $ 36.37 445,627 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) $ 19.3875 03/01/2012 M 60,000 ( 5 ) 03/03/2013 Common Stock 60,000 $ 0 360,000 D Restricted Stock Units -2 ( 6 ) 03/01/2012 M 16,500 ( 7 ) ( 8 ) Common Stock 16,500 $ 0 16,500 D Restricted Stock Units -6 ( 6 ) 03/01/2012 M 6,250 ( 9 ) ( 8 ) Common Stock 6,250 $ 0 12,500 D Restricted Stock Units -7 ( 6 ) 03/01/2012 M 5,358 ( 10 ) ( 8 ) Common Stock 5,358 $ 0 16,072 D Non-Qualified Stock Option (right to buy) $ 10.5 ( 11 ) 03/02/2016 Common Stock 91,250 91,250 D Non-Qualified Stock Option (right to buy) $ 23.88 ( 12 ) 03/01/2017 Common Stock 100,000 100,000 D Non-Qualified Stock Option (right to buy) $ 25.85 ( 13 ) 03/03/2015 Common Stock 91,250 91,250 D Non-Qualified Stock Option (right to buy) $ 32.29 ( 14 ) 03/01/2018 Common Stock 85,710 85,710 D Restricted Stock Units -5 ( 6 ) ( 15 ) ( 8 ) Common Stock 7,629 7,629 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other JACOBSON MICHAEL R C/O EBAY INC. 2145 HAMILTON AVE SAN JOSE, CA95125 SVP, Legal Affairs, GC & Sec Signatures Michael Richard Jacobson 03/02/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan. ( 2 )Represents the weighted average price of shares sold at prices that ranged from $35.83 to $36.50. ( 3 )The reporting person was granted 32,750 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. ( 4 )Represents shares reacquired to satisfy tax withholding obligations in connection with the vesting of (a) 16,500 shares of restricted stock granted to the Reporting Person on 3/2/09 (b) 6,250 shares of restricted stock granted to the Reporting Person on 3/1/10 and (c) 6,666 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) 5,358 shares of restricted stock granted to the Reporting Person on 3/1/11 and (e) 16,375 shares of restricted stock granted to the Reporting Person on 3/1/12 (see footnote 3). ( 5 )The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/01/03 and 1/48th per month thereafter. ( 6 )Each restricted stock unit represents a contingent right to receive one share of eBay's common stock. ( 7 )The reporting person received 66,000 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. ( 8 )Not Applicable. ( 9 )The reporting person received 25,000 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. ( 10 )The reporting person received 21,430 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. ( 11 )The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/09 and 1/48th per month thereafter. ( 12 )The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/10 and 1/48th per month thereafter. ( 13 )The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/08 and 1/48th per month thereafter. ( 14 )The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/11 and 1/48th per month thereafter. ( 15 )The reporting person received 22,892 restricted stock units subject to a three-year vesting schedule, vesting 33.34% on 9/11/10, 33.33% on 9/11/11 and 33.33% on 9/11/12. 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.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.