Sec Form 4 Filing - Axelrod Elizabeth L @ EBAY INC - 2015-07-17

Insider filing report for Changes in Beneficial Ownership
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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., 2065 HAMILTON AVE.
3. Date of Earliest Transaction (MM/DD/YY)
07/17/2015
(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 07/17/2015 A 18,050 ( 1 ) A $ 0 220,787 D
Common Stock 07/17/2015 A 29,762 ( 2 ) A $ 0 250,549 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Axelrod Elizabeth L
C/O EBAY INC.
2065 HAMILTON AVE.
SAN JOSE, CA95125
SVP, Human Resources
Signatures
Elizabeth Lynn Axelrod 07/21/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporting person was granted 18,050 restricted stock units as a result of the company's achievement of certain performance criteria for 2014/2015 (the award was originally allocated to the reporting person as performance-based restricted stock units).
( 2 )The reporting person was granted 29,762 restricted stock units as a result of the company's achievement of certain performance criteria for 2015/2016 (the award was originally allocated to the reporting person as performance-based restricted stock units).

Remarks:
Pursuant to the Employee Matters Agreement between eBay Inc. ("eBay") and PayPal Holdings, Inc. ("PayPal") relating to the July 17, 2015 distribution (the "Distribution") by eBay to its stockholders of all of the outstanding shares of the common stock of PayPal, the reporting person received an equity award of PayPal common stock in respect of each outstanding equity award held by the reporting person, including the awards reported on this Form 4. In addition, all of the reporting person's outstanding equity awards vested in connection with the Distribution and the separation of the reporting person from eBay. For additional information regarding the eBay Transaction Success and Retention Program relating to the reporting person and other transitioning executives, see the Current Report on Form 8-K filed by eBay on December 18, 2014. In addition, Table I, Column 5, includes 475 shares acquired under eBay's Employee Stock Purchase Plan on April 30, 2015.

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