Sec Form 4 Filing - Thompson Scott @ EBAY INC - 2011-07-13

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 Thompson Scott 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) President, PayPal (Last) (First) (Middle) C/O EBAY INC., 2145 HAMILTON AVE 3. Date of Earliest Transaction (MM/DD/YY) 07/13/2011 (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 07/13/2011 M 50,000 A $ 0 243,102 D Common Stock 07/13/2011 F 23,340 ( 1 ) D $ 32.38 219,762 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 Restricted Stock Units (RSUs) ( 2 ) 07/13/2011 M 50,000 ( 3 ) ( 4 ) Common Stock 50,000 $ 0 0 D Non-Qualified Option (right to buy) $ 25.85 ( 5 ) 03/03/2015 Common Stock 31,500 31,500 D Non-Qualified Option (right to buy) $ 28.15 ( 6 ) 09/01/2013 Common Stock 135,000 135,000 D Non-Qualified Stock Option (right to buy) $ 10.5 ( 7 ) 03/02/2016 Common Stock 130,000 130,000 D Non-Qualified Stock Option (right to buy) $ 23.88 ( 8 ) 03/01/2017 Common Stock 175,000 175,000 D Non-Qualified Stock Option (right to buy) $ 25.85 ( 5 ) 03/03/2015 Common Stock 107,500 107,500 D Non-Qualified Stock Option (right to buy) $ 28.15 ( 9 ) 09/01/2013 Common Stock 50,000 50,000 D Non-Qualified Stock Option (right to buy) $ 31.93 ( 10 ) 03/01/2014 Common Stock 139,500 139,500 D Non-Qualified Stock Option (right to buy) $ 32.29 ( 11 ) 03/01/2018 Common Stock 85,710 85,710 D Non-Qualified Stock Option (right to buy) $ 39.9 ( 12 ) 03/01/2013 Common Stock 150,000 150,000 D Non-Qualified Stock Option (right to buy) $ 41.035 ( 13 ) 02/11/2015 Common Stock 550,000 550,000 D Restricted Stock Units -3 ( 2 ) ( 14 ) ( 4 ) Common Stock 48,500 48,500 D Restricted Stock Units -4 ( 2 ) ( 15 ) ( 4 ) Common Stock 32,812 32,812 D Restricted Stock Units -5 ( 2 ) ( 16 ) ( 4 ) Common Stock 180,000 180,000 D Restricted Stock Units -6 ( 2 ) ( 17 ) ( 4 ) Common Stock 21,430 21,430 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Thompson Scott C/O EBAY INC. 2145 HAMILTON AVE SAN JOSE, CA95125 President, PayPal Signatures By: Brian Levey For: Scott Thompson 07/14/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares reacquired to satisfy tax withholding obligations in connection with the vesting of 50,000 shares of restricted stock granted to the Reporting Person on 7/13/07. ( 2 )Each restricted stock unit represents a contingent right to receive one share of eBay's common stock. ( 3 )The reporting person received restricted stock units of 200,000 shares subject to a four-year vesting schedule, vesting 25% on the one year anniversary date of the restricted stock unit and 25% each year thereafter. ( 4 )Not Applicable. ( 5 )The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/08 and 1/48th per month thereafter. ( 6 )The option grant is subject to a three-year vesting schedule, vesting 16.67% on 3/1/07 and 1/36th per month thereafter. ( 7 )The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/09 and 1/48th per month thereafter. ( 8 )The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/10 and 1/48th per month thereafter. ( 9 )The option grant is subject to a two-year vesting schedule, vesting 25% on 3/1/07 and 1/24th per month thereafter. ( 10 )The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/07 and 1/48th per month thereafter. ( 11 )The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/11 and 1/48th per month thereafter. ( 12 )The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/06 and 1/48th per month thereafter. ( 13 )Options become exercisable as to 25% on the one year anniversary date of the grant and 1/48th monthly thereafter. ( 14 )The reporting person received 97,000 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. ( 15 )The reporting person received 43,750 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. ( 16 )The reporting person received 240,000 restricted stock units vesting 25% on 3/1/11, 25% on 3/1/12, 25% on 3/1/13 and 25% on 3/1/14. 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. ( 17 )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.

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

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