Statement of Changes in Beneficial Ownership (4)
18 Maio 2023 - 06:26PM
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
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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
|
|
1. Name
and Address of Reporting Person * Wilson Andrew |
2. Issuer Name and Ticker or Trading
Symbol ELECTRONIC ARTS INC. [ EA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
CEO and Board Chair |
(Last)
(First)
(Middle)
209 REDWOOD SHORES PARKWAY |
3. Date of Earliest Transaction (MM/DD/YYYY)
5/16/2023
|
(Street)
REDWOOD CITY, CA 94065 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
(City)
(State)
(Zip)
|
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate
that a transaction was made pursuant to a contract, instruction or
written plan that is intended to satisfy the affirmative defense
conditions of Rule 10b5-1(c). See Instruction 10. |
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 |
5/16/2023 |
|
M |
|
7635 |
A |
(1) |
72909 |
I |
By Family Trust |
Common Stock |
5/16/2023 |
|
F |
|
2641 (2) |
D |
$124.84 |
70268 |
I |
By Family Trust |
Common Stock |
5/16/2023 |
|
M |
|
15907 |
A |
(3) |
86175 |
I |
By Family Trust |
Common Stock |
5/16/2023 |
|
F |
|
7887 (2) |
D |
$124.84 |
78288 |
I |
By Family Trust |
Common Stock |
5/16/2023 |
|
M |
|
6312 |
A |
(3) |
84600 |
I |
By Family Trust |
Common Stock |
5/16/2023 |
|
F |
|
3130 (2) |
D |
$124.84 |
81470 |
I |
By Family Trust |
Common Stock |
5/16/2023 |
|
M |
|
28129 |
A |
(3) |
109599 |
I |
By Family Trust |
Common Stock |
5/16/2023 |
|
F |
|
13891 (2) |
D |
$124.84 |
95708 (4) |
I |
By Family Trust |
Common Stock |
|
|
|
|
|
|
|
24242 (5) |
I |
By Trust |
Common Stock |
|
|
|
|
|
|
|
24242 (5) |
I |
By Trust |
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 |
Performance-based Restricted Stock
Units |
(1) |
5/16/2023 |
|
M |
|
|
7635 |
(6) |
5/16/2023 |
Common Stock |
7635 |
(1) |
161299 |
D |
|
Performance-based Restricted Stock
Units |
(1) |
5/16/2023 |
|
J |
|
|
161299 |
(7) |
5/16/2023 |
Common Stock |
161299 |
(1) |
0 |
D |
|
Restricted Stock Units |
(3) |
5/16/2023 |
|
M |
|
|
15907 |
(8) |
5/16/2023 |
Common Stock |
15907 |
(3) |
0 |
D |
|
Restricted Stock Units |
(3) |
5/16/2023 |
|
M |
|
|
6312 |
(9) |
5/16/2024 |
Common Stock |
6312 |
(3) |
12622 |
D |
|
Restricted Stock Units |
(3) |
5/16/2023 |
|
M |
|
|
28129 |
(10) |
5/16/2025 |
Common Stock |
28129 |
(3) |
28129 |
D |
|
Explanation of
Responses: |
(1) |
Each Performance-Based
Restricted Stock Unit represents the right to receive, at
settlement, one share of common stock. This transaction represents
the settlement of Performance-Based Restricted Stock Units in
shares of common stock on their scheduled vesting date. |
(2) |
Represents shares of common
stock withheld to satisfy tax withholding requirements upon the
vesting of this award. |
(3) |
Each Restricted Stock Unit
represents the right to receive, at settlement, one share of common
stock. This transaction represents the settlement of Restricted
Stock Units in shares of common stock on their scheduled vesting
date. |
(4) |
Shares are held by the
Wilson Family 2015 Trust. Mr. Wilson has investment control over,
and pecuniary interest in, all shares held by the Wilson Family
2015 Trust. |
(5) |
Shares are held in trust for
the benefit of Mr. Wilson's descendants. Mr. Wilson maintains
investment control over the shares held in this trust. |
(6) |
Vesting of this award
depends on EA's relative total stockholder return. 16% of the
target number of Performance-Based Restricted Stock Units vested
from this tranche based on actual performance. |
(7) |
Represents the portion of
unearned Performance-Based Restricted Stock Units cancelled in
accordance with their terms. |
(8) |
This award is fully
vested. |
(9) |
This award has vested or
will vest as to one-half on May 16, 2022, with the remainder of the
award vesting in approximately equal increments every six months
thereafter until the award is fully vested on May 16,
2024. |
(10) |
Restricted Stock Units shall
vest as to one-half on May 16, 2023, with the remainder of the
award vesting in approximately equal increments every six months
thereafter until the award is fully vested on May 16,
2025. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Wilson Andrew
209 REDWOOD SHORES PARKWAY
REDWOOD CITY, CA 94065 |
X |
|
CEO and Board Chair |
|
Signatures
|
/s/ Deborah Berenjfoorosh, Attorney-in-Fact For:
Andrew Wilson |
|
5/18/2023 |
**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). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
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. |
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