Statement of Changes in Beneficial Ownership (4)
February 05 2020 - 4:36PM
Edgar (US Regulatory)
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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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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HOAG JAY C |
2. Issuer Name and Ticker or Trading Symbol
ELECTRONIC ARTS INC.
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EA
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O TECHNOLOGY CROSSOVER VENTURES, 250 MIDDLEFIELD ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/3/2020 |
(Street)
MENLO PARK, CA 94025
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 2/3/2020 | | M | | 223 | A | $105.04 | 223 | D (1) | |
Common Stock | | | | | | | | 4883 | I | TCV Management 2004, L.L.C. (2) |
Common Stock | | | | | | | | 4883 | I | TCV VI Management, L.LC. (3) |
Common Stock | | | | | | | | 16412 | I | TCV VII Management, L.L.C. (4) |
Common Stock | | | | | | | | 597499 | I | TCV V, L.P. (5) |
Common Stock | | | | | | | | 604369 | I | TCV VI, L.P. (6) |
Common Stock | | | | | | | | 1473923 | I | TCV VII, L.P. (7) |
Common Stock | | | | | | | | 765443 | I | TCV VII (A), L.P. (8) |
Common Stock | | | | | | | | 29022 | I | TCV Member Fund, L.P. (9) |
Common Stock | | | | | | | | 163757 | I | Hoag Family Trust U/A Dtd 8/2/94 (10) |
Common Stock | | | | | | | | 89677 | I | Hamilton Investments Limited Partnership (11) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Non-Qualified Stock Option (right to buy) | $105.04 | 2/3/2020 | | A | | 223 | | (12) | 2/3/2020 | Common Stock | 223 | $95.29 (13) | 223 | D (14) | |
Non-Qualified Stock Option (right to buy) | $105.04 | 2/3/2020 | | M | | | 223 | (12) | 2/3/2020 | Common Stock | 223 | $0 | 0 | D (14) | |
Explanation of Responses: |
(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., TCV VI Management, L.L.C., and TCV VII Management, L.L.C. (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 shares are directly held by TCV Management 2004, L.L.C. ("TCM 2004"). Jay Hoag is a member of TCM 2004 but disclaims beneficial ownership of such shares except to the extent of his pecuinary interest therein. |
(3) | These shares are directly held by TCV VI Management, L.L.C. ("VI Management"). Jay Hoag is a member of VI Management but disclaims beneficial ownership of such shares except to the extent of his pecuinary interest therein. |
(4) | These shares are directly held by TCV VII Management, L.L.C. ("VII Management"). Jay Hoag is a member of VII Management but disclaims beneficial ownership of such shares except to the extent of his pecuinary interest therein. |
(5) | These shares are directly held by TCV V, L.P. Jay 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. Jay Hoag may be deemed to
beneficially own the shares held by TCV V, L.P. but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
(6) | These shares are directly held by TCV VI, L.P. Jay 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. Jay Hoag may be deemed
to beneficially own the shares held by TCV VI, L.P. but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
(7) | These shares are directly held by TCV VII, L.P. Jay 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. Jay Hoag may be deemed to beneficially own the shares held by TCV VII, L.P. but disclaims
beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
(8) | These shares are directly held by TCV VII (A), L.P. Jay 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. Jay Hoag may be deemed to beneficially own the shares held by TCV VII (A), L.P. but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
(9) | These shares are directly held by TCV Member Fund, L.P. ("TCV MF"). Jay Hoag is a limited partner of TCV MF, 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 MF. Jay Hoag may be deemed to beneficially own the shares held by TCV MF but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
(10) | Jay Hoag is a trustee of The Hoag Family Trust U/A Dtd 8/2/94. Jay Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
(11) | Jay Hoag is the sole general partner and a limited partner of Hamilton Investments Limited Partnership. Jay Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
(12) | This option was immediately exercised. |
(13) | This option was issued to the reporting person in lieu of Board cash compensation of $21,250. |
(14) | Jay C. Hoag has sole voting and dispositive power over the options he holds directly. However, the Management Companies have a right to 100% of the pecuniary interest in such options. Mr. Hoag is a member of each
of the Management Companies. Mr. Hoag disclaims beneficial ownership of such options and the shares to be received upon the exercise of such options except to the extent of his pecuniary interest therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
HOAG JAY C C/O TECHNOLOGY CROSSOVER VENTURES 250 MIDDLEFIELD ROAD MENLO PARK, CA 94025 | X |
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Signatures
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Frederic D. Fenton, Authorized Signatory for Jay C. Hoag | | 2/5/2020 |
**Signature of Reporting Person | Date |
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