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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 | $ 0 (10) | 07/31/2013 | A | 10,000 | (11) | 07/31/2014 | Common Stock | 10,000 | $ 0 | 10,000 | I | Jay C. Hoag (1) | |||
| Non-Qualified Stock Option (right to buy) | $ 26.53 | 08/01/2013 | A | 674 | (12) | 08/01/2013 | Common Stock | 674 | $ 0 | 674 | I | Jay C. Hoag (1) | |||
| Non-Qualified Stock Option (right to buy) | $ 26.53 | 08/01/2013 | M | 674 | (12) | 08/01/2013 | Common Stock | 674 | $ 0 | 0 | I | Jay C. Hoag (1) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HOAG JAY C C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
X | |||
| Frederic D. Fenton, authorized signatory for Jay C. Hoag | 08/02/2013 | |
| **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) | These shares are directly held by Jay C. Hoag. Mr. Hoag has the sole voting and dispositive power over the shares; however, TCV Management 2004, L.L.C. ("TCM 2004"), TCV VI Management, L.L.C. ("VI Management"), and TCV VII Management, L.L.C. ("VII Management") (collectively, the "Management Companies") collectively own 100% of the pecuniary interest therein. Mr. Hoag is a member of each of the Management Companies but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| (2) | These share are directly held by TCM 2004. Mr. Hoag is a member of TCM 2004 but disclaims beneficial ownership of the shares held by such entity except to the extent of his pecuniary interest therein. |
| (3) | These share are directly held by VI Management. Mr. Hoag is a member of VI Management but disclaims beneficial ownership of the shares held by such entity except to the extent of his pecuniary interest therein. |
| (4) | These share are directly held by VII Management. Mr. Hoag is a member of VII Management but disclaims beneficial ownership of the shares held by such entity except to the extent of his pecuniary interest therein. |
| (5) | These shares are directly held by TCV V, L.P. Mr. Hoag is a Class A Member of Technology Crossover Management V, L.L.C. ("TCM V"), which is the sole general partner of TCV V, L.P. Together with three other individual Class A Members, Mr. Hoag shares voting and dispositive power with respect to the shares beneficially owned by TCV V, L.P. Mr. Hoag, TCM V and the Class A Members disclaim beneficial ownership of any shares held by TCV V, L.P. except to the extent of their respective pecuniary interests therein. |
| (6) | These shares are directly held by TCV VI, L.P. Mr. Hoag is a Class A Member of Technology Crossover Management VI, L.L.C. ("TCM VI"), which is the sole general partner of TCV VI, L.P. Together with four other individual Class A Members, Mr. Hoag shares voting and dispositive power with respect to the shares beneficially owned by TCV VI, L.P. Mr. Hoag, TCM VI and the Class A Members disclaim beneficial ownership of any shares held by TCV VI, L.P. except to the extent of their respective pecuniary interests therein. |
| (7) | These shares are directly held by TCV VII, L.P. Mr. Hoag is a Class A Director of Technology Crossover Management VII, Ltd. ("Management VII") and a limited partner of Technology Crossover Management VII, L.P. ("TCM VII"). Management VII is the sole general partner of TCM VII, which is the sole general partner of TCV VII, L.P. Together with eight other individual Class A Directors, Mr. Hoag shares voting and dispositive power with respect to the shares beneficially owned by TCV VII, L.P. Mr. Hoag, Management VII, TCM VII and the Class A Members disclaim beneficial ownership of any shares held by TCV VII, L.P. except to the extent of their respective pecuniary interests therein. |
| (8) | These shares are directly held by TCV VII (A), L.P. Mr. Hoag is a Class A Director of Management VII and a limited partner of TCM VII. Management VII is the sole general partner of TCM VII, which is the sole general partner of TCV VII (A), L.P. Together with eight other individual Class A Directors, Mr. Hoag shares voting and dispositive power with respect to the shares beneficially owned by TCV VII (A), L.P. Mr. Hoag, Management VII, TCM VII and the Class A Members disclaim beneficial ownership of any shares held by TCV VII (A), L.P. except to the extent of their respective pecuniary interests therein. |
| (9) | These shares are directly held by TCV Member Fund, L.P. Mr. Hoag is a limited partner of TCV Member Fund, L.P., a Class A Member of TCM V and TCM VI, and a Class A Director of Management VII. Each of TCM V, TCM VI, and Management VII is a general partner of TCV Member Fund, L.P. Mr. Hoag may be deemed to beneficially own the shares held by TCV Member Fund, L.P. but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| (10) | Each restricted stock unit represents a contingent right to receive one share of Electronic Arts common stock. |
| (11) | The Restricted Stock Unit Award shall vest in its entirety and be deemed exercised on the earlier of (i) date of the next Annual Meeting of Stockholders or (ii) the one-year anniversary of the grant date. |
| (12) | Shares in lieu of Board cash compensation. |