FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ELECTRONIC ARTS INC. [ EA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/07/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | 05/07/2020 | J(1) | 1,473,923 | D | $0 | 0 | I | TCV VII, L.P.(2) | ||
Common Stock | 05/07/2020 | J(3) | 765,443 | D | $0 | 0 | I | TCV VII (A), L.P.(4) | ||
Common Stock | 05/07/2020 | J(5) | 12,820 | D | $0 | 0 | I | TCV Member Fund, L.P.(6) | ||
Common Stock | 05/07/2020 | J(7) | 568,238 | A | $0 | 568,238 | I | Technology Crossover Management VII, L.P.(8) | ||
Common Stock | 05/07/2020 | J(9) | 562,144 | D | $0 | 6,094 | I | Technology Crossover Management VII, L.P.(8) | ||
Common Stock | 05/07/2020 | J(10) | 52,753 | A | $0 | 276,359 | I | Hoag Family Trust U/A Dtd 8/2/94(11) | ||
Common Stock | 05/07/2020 | J(12) | 52,753 | A | $0 | 162,380 | I | Hamilton Investments Limited Partnership(13) | ||
Common Stock | 05/08/2020 | S | 6,094 | D | $116.3254(14) | 0 | I | Technology Crossover Management VII, L.P.(8) | ||
Common Stock | 05/08/2020 | S | 91,000 | D | $116.1801(15) | 185,359 | I | Hoag Family Trust U/A Dtd 8/2/94(11) | ||
Common Stock | 05/08/2020 | S | 53,000 | D | $116.4024(16) | 109,380 | I | Hamilton Investments Limited Partnership(13) | ||
Common Stock | 4,924 | I | TCV Management 2004, L.L.C.(17) | |||||||
Common Stock | 4,924 | I | TCV VI Management, L.L.C.(18) | |||||||
Common Stock | 16,553 | I | TCV VII Management, L.L.C.(19) | |||||||
Common Stock | 206 | D(20) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 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: 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 |
Explanation of Responses: |
1. In kind pro-rata distribution by TCV VII, L.P. ("TCV VII") to its partners, without consideration. |
2. These shares are directly held by TCV VII, L.P. ("TCV VII"). 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. Jay Hoag may be deemed to beneficially own the shares held by TCV VII but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
3. In kind pro-rata distribution by TCV VII (A), L.P. ("TCV VII (A)") to its partners, without consideration. |
4. These shares are directly held by TCV VII (A), L.P. ("TCV VII (A)"). 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). Jay Hoag may be deemed to beneficially own the shares held by TCV VII (A) but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
5. In kind pro-rata distribution by TCV Member Fund, L.P. ("TCV MF") to its partners, without consideration. |
6. These shares are directly held by TCV MF. Jay Hoag is a limited partner of TCV MF and a Class A Director of Management VII. 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. |
7. Acquisition by TCM VII pursuant to an in kind pro-rata distribution by TCV VII and TCV VII (A) to their partners, without consideration. |
8. These shares are directly held by TCM VII. Jay Hoag is a Class A Director of Manangement VII and a limited partner of TCM VII. Management VII is the sole general partner of TCM VII. Jay Hoag may be deemed to beneficially own the shares held by TCM VII, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
9. In kind pro-rata distribution by TCM VII to its partners, without consideration. |
10. Acquisition by The Hoag Family Trust U/A Dtd 8/2/94 pursuant to an in kind pro-rata distribution by TCM V, TCM VI, and TCV MF to each of their partners, without consideration. |
11. 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. |
12. Acquisition by Hamilton Investments Limited Partnership pursuant to an in kind pro-rata distribution by TCM V, TCM VI, and TCV MF to each of their partners, without consideration. |
13. Jay Hoag is the general partner of Hamilton Investments Limited Partnership. Jay Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
14. This number represents a weighted average purchase price per share. The shares were sold at prices ranging from $116.19 to $116.45 per share. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
15. This number represents a weighted average purchase price per share. The shares were sold at prices ranging from $115.975 to $116.27 per share. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
16. This number represents a weighted average purchase price per share. The shares were sold at prices ranging from $116.22 to $116.69 per share. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
17. 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. |
18. 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. |
19. 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. |
20. 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. |
Remarks: |
Frederic D. Fenton, authorized signatory for Jay C. Hoag | 05/11/2020 | |
** 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 Number. |