eBay Inc.
EBAY INC (Form: 4/A, Received: 03/07/2012 21:37:21)
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 OF SECURITIES
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Carges Mark T
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)
CTO & SVP Global Products Mkts
(Last)          (First)          (Middle)

C/O EBAY INC., 2145 HAMILTON AVE
3. Date of Earliest Transaction (MM/DD/YYYY)

3/1/2012
(Street)

SAN JOSE, CA 95125
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

3/5/2012 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   3/1/2012     M    49538   A $ 0   76086   D    
Common Stock   3/1/2012     A    32750   (1) A $ 0   108836   D    
Common Stock   3/1/2012     F    33623   (2) D $36.37   75213   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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 -2     (3) 3/1/2012     M         29000      (4)   (5) Common Stock   29000   $ 0   29000   D    
Restricted Stock Units -3     (3) 3/1/2012     M         6250      (6)   (5) Common Stock   6250   $ 0   12500   D    
Restricted Stock Units -4     (3) 3/1/2012     M         14288      (7)   (5) Common Stock   14288   $ 0   42862   D    

Explanation of Responses:
( 1)  The reporting person was granted 32,750 shares of common stock as a result of the company's achievement of certain performance criteria for 2010/2011 (the award was originally allocated to the reporting person as performance-based restricted stock units). 50% of the shares vested on the date of grant and the remainder will vest on 3/1/13.
( 2)  Represents shares reacquired to satisfy tax withholding obligations in connection with the vesting of (a) 29,000 shares of restricted stock granted to the Reporting Person on 3/2/09 (b) 6,250 shares of restricted stock granted to the Reporting Person on 3/1/10 (c) 8,146 shares of restricted stock granted to the Reporting Person on 3/1/2011 as a result of the company's achievement of certain performance criteria for 2009/2010 (the award was originally allocated to the reporting person as performance-based restricted stock units (d) 14,288 shares of restricted stock granted to the Reporting Person on 3/1/11 and (e) 16,375 shares of restricted stock granted to the Reporting Person on 3/1/12 (see footnote 1).
( 3)  Each restricted stock unit represents a contingent right to receive one share of eBay's common stock.
( 4)  The reporting person received 116,000 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.
( 5)  Not Applicable.
( 6)  The reporting person received 25,000 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.
( 7)  The reporting person received 57,150 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.

Remarks:
This Form 4 is being amended solely to delete the erroneous reporting of a release of 2,250 Restricted Stock Units, which was inadvertently reported due to a clerical error.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Carges Mark T
C/O EBAY INC.
2145 HAMILTON AVE
SAN JOSE, CA 95125


CTO & SVP Global Products Mkts

Signatures
Mark Thomas Carges 3/6/2012
** Signature of Reporting Person Date


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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