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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Non-Qualified Stock Option (right to buy) | $ 66.29 | 07/17/2015 | A | 19,145 | (1) | 07/17/2022 | Common Stock | 19,145 | $ 0 | 19,145 | D | ||||
Restricted Stock Units -5 | (2) | 07/17/2015 | A | 9,573 | (3) | (4) | Common Stock | 9,573 | $ 0 | 9,573 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SCHULMAN DANIEL H C/O EBAY INC. 2065 HAMILTON AVE. SAN JOSE, CA 95125 |
President, PayPal |
Daniel H Schulman | 07/21/2015 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The option grant is subject to a four-year vesting schedule, vesting 12.5% on 01/17/16 and 1/48th per month thereafter (See Remark below). |
(2) | Each restricted stock unit represents a contingent right to receive one share of eBay's common stock. |
(3) | The reporting person received 9,573 restricted stock units subject to a four-year vesting schedule, vesting 25% on 7/17/16 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. (See Remark below). |
(4) | Not Applicable. |
Remarks: In addition to the equity grants described above, the compensation committee has approved additional performance-based restricted stock units for the reporting person, which are contingent upon the attainment of certain performance criteria over a two-year period (2015-2016). If the performance criteria are achieved, the reporting person will be granted shares of common stock in 2017, which will vest one year later in 2018 (assuming eligibility requirements have been met). Target awards were established in eBay common stock, converted in the manner described below. 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, each of the equity awards held by the reporting person, including the equity awards reported on this Form 4, were converted to PayPal equity awards at the effective time of the Distribution. |