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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 | ||||||||
Restricted Stock Units -1 | (1) | 06/17/2011 | A | 70,049 | (2) | (3) | Common Stock | 70,049 | (4) | 70,049 | D | ||||
Restricted Stock Units -2 | (1) | 06/17/2011 | A | 19,649 | (5) | (3) | Common Stock | 19,649 | (4) | 19,649 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Saridakis Christopher D C/O EBAY INC. 2145 HAMILTON AVE SAN JOSE, CA 95125 |
President, GSI |
By: Paul Cataldo For: Christopher D. Saridakis | 06/21/2011 | |
**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) | Each restricted stock unit represents a contingent right to receive one share of eBay's common stock. |
(2) | The reporting person received 70,049 restricted stock units, vesting 25% each year on 5/4/12, 5/4/13, 5/4/14 and 5/4/15. 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. |
(3) | Not Applicable. |
(4) | In connection with the Agreement and Plan of Merger, dated as of March 27, 2011 (the "Merger Agreement"), by and among eBay, Gibraltar Acquisition Corp. and GSI Commerce, Inc. ("GSI"), eBay assumed all of the outstanding unvested restricted stock units of GSI under the GSI Commerce, Inc. 2005 Equity Incentive Plan, as amended, and the GSI Commerce, Inc. 2010 Equity Incentive Plan (the "GSI Equity Plans"), and each such restricted stock unit was converted into a restricted stock unit for 0.98 shares of eBay common stock. The reporting person held two unvested time-based restricted stock unit awards under the GSI Equity Plans consisting of 71,300 units and 20,000 units, respectively. On June 17, 2011, the closing date of the transactions contemplated by the Merger Agreement, the closing price of GSI's common stock was $29.54 and the closing price of eBay's common stock was $28.83. |
(5) | The reporting person received 19,649 restricted stock units subject to a four-year vesting schedule, vesting 25% on 3/25/12 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. |