Sec Form 4 Filing - SWAN ROBERT HOLMES @ EBAY INC - 2016-02-01

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

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1. Name and Address of Reporting Person SWAN ROBERT HOLMES 2. Issuer Name and Ticker or Trading Symbol EBAY INC [ EBAY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O EBAY INC., 2145 HAMILTON AVE. 3. Date of Earliest Transaction (MM/DD/YY) 02/01/2016 (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 02/01/2016 A 836 ( 1 ) A $ 0 524,469 D Common Stock 02/01/2016 S 50,000 ( 2 ) D $ 23.7413 ( 3 ) 474,469 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) $ 21.53 ( 4 ) 01/15/2022 Common Stock 41,444 41,444 D Non-Qualified Stock Option (right to buy) $ 22.63 ( 4 ) 04/01/2020 Common Stock 65,768 65,768 D Non-Qualified Stock Option (right to buy) $ 22.76 ( 5 ) 04/01/2021 Common Stock 59,840 59,840 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SWAN ROBERT HOLMES C/O EBAY INC. 2145 HAMILTON AVE. SAN JOSE, CA95125 X Signatures Robert Holmes Swan 02/02/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person elected to receive fully vested Deferred Stock Units ("DSUs") in lieu of the annual retainer fees payable for services on the Issuer's Board of Directors and any committees thereof. DSUs represent a right to receive shares of the Issuer's common stock upon termination of service as a Director of the Issuer. The DSUs were awarded on the date such fees would otherwise be payable, and the number of DSUs granted represent the quotient of (A) such fees divided by (B) the Issuer's closing stock price on the date of grant, rounded up to the next whole DSU. ( 2 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan. ( 3 )Represents the weighted average price of shares sold at prices that ranged from $23.29 to $23.92. ( 4 )The option grant became fully vested on July 17, 2015. ( 5 )The option grant became fully 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).

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