<PAGE>
Filed Pursuant to Rule 424(b)(3) and (c)
File Number 333-88205
PROSPECTUS SUPPLEMENT NO. 2
DATED December 8, 1999
to Prospectus Dated October 27, 1999
eBAY INC.
13,775,508 SHARES
COMMON STOCK
This prospectus supplement supplements the prospectus dated October 27, 1999
of eBay Inc. relating to the public offering, which is not being underwritten,
and sale by selling stockholders described below, including donees, pledgees,
transferees and other successors in interest that receive shares of our common
stock as a gift, pledge, partnership distribution or other non-sale transfer,
of 13,775,508 shares of our common stock that had been held by Benchmark
Capital Partners, L.P. and Benchmark Founders' Fund, L.P. This prospectus
supplement contains information on ownership of shares of our common stock
following a pro rata distribution among the limited partners of these funds,
which distribution took place on December 7, 1999. This prospectus supplement
should be read in conjunction with the prospectus, and this prospectus
supplement is qualified by reference to the prospectus except to the extent
that the information provided by this prospectus supplement supersedes the
information contained in the prospectus.
SELLING STOCKHOLDERS
The table on page 21 of the prospectus setting forth information concerning
the selling stockholders is superseded by the following table:
<TABLE>
<CAPTION>
Number of
Number of Shares Shares
Beneficially Beneficially
Owned Prior to Owned After
Offering(1) Shares Offering
----------------- Being ---------------
Selling Stockholder Number Percent Offered Number Percent
- ------------------- --------- ------- --------- ------- -------
<S> <C> <C> <C> <C> <C>
Benchmark Capital Partners,
L.P.(2)(3)....................... 7,622,408 5.9% 7,622,408 0 *
Benchmark Founders' Fund,
L.P.(2)(3)....................... 1,065,346 * 1,065,346 0 *
David M. Beirne(4)................ 8,912,545 6.9% 8,819,654 92,891 *
Bruce W. Dunlevie(5).............. 9,389,656 7.3% 8,949,311 440,345 *
J. William Gurley(6).............. 8,714,525 6.8% 8,703,454 11,071 *
Kevin R. Harvey(7)................ 9,246,365 7.2% 8,963,610 282,755 *
Robert C. Kagle(8)................ 9,514,865 7.4% 8,963,610 551,255 *
Andrew S. Rachleff(9)............. 9,165,511 7.1% 8,949,312 216,199 *
Steven M. Spurlock(10)............ 8,692,441 6.7% 8,690,502 1,939 *
The McMurtry Family Trust, Burton
J. McMurtry Trustee.............. 162,129 * 94,994 67,135 *
Merco Ventures II................. 155,360 * 90,983 64,377 *
The Advisors--1994 Fund........... 97,954 * 57,338 40,616 *
Charles Stewart Mott Foundation... 528,635 * 309,440 219,195 *
The Trustees of The Cheyne Walk
Trust............................ 310,962 * 182,024 128,938 *
The Church Pension Fund........... 435,348 * 254,834 180,514 *
Electronic Data Systems
Corporation Retirement Plan
and Trust........................ 155,481 * 91,012 64,469 *
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Number of Number of
Shares Shares
Beneficially Beneficially
Owned Prior to Owned After
Offering(1) Shares Offering
--------------- Being ---------------
Selling Stockholder Number Percent Offered Number Percent
- ------------------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Evangelical Lutheran Church In America
Board of Pensions.................... 136,823 * 80,090 56,733 *
The Ford Foundation................... 528,635 * 309,440 219,195 *
The William & Flora Hewlett
Foundation........................... 310,962 * 182,024 128,938 *
Master Trust Pursuant to the Hewlett-
Packard Deferred Profit Sharing Plan
and Supplemental Pension Plan........ 310,962 * 182,024 128,938 *
HB-PGGM Fund I, L.P................... 155,481 * 91,012 64,469 *
Horsley Bridge Fund III, L.P.......... 621,922 * 364,046 257,876 *
Mellon Bank, N.A. as Trustee for the
John S. and James L. Knight
Foundation as Directed by the John S.
and James L. Knight Foundation....... 248,770 * 145,619 103,151 *
NationsBank of Texas as Trustee for
Southwestern Bell Corp. Master
Pension Trust........................ 46,645 * 27,304 19,341 *
Pomona College........................ 124,385 * 72,810 51,575 *
Residuary Trust Estate Under the Will
of Frances C. Searle................. 111,946 * 65,528 46,418 *
Residuary Trust Estate Under the Will
of John G. Searle.................... 127,495 * 74,630 52,865 *
Searle Trust Limited Partnership IX... 522,415 * 305,799 216,616 *
State Universities Retirement System.. 96,399 * 56,428 39,971 *
The Wellcome Trust Limited, as trustee
of the Wellcome Trust................ 310,962 * 182,024 128,938 *
Ziff Investors Partnership, L.P....... 104,172 * 60,978 43,194 *
Various Assignees of Benchmark Capital
Management Co., L.L.C., as a group... 327,289 * 190,698 136,591 *
Various Limited Partners of Benchmark
Founders' Fund, L.P. as a group...... 668,516 * 391,500 277,016 *
</TABLE>
- --------
* Represents beneficial ownership of less than 1%.
(1) Beneficial ownership is determined in accordance with Rule 13d-3(d)
promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934 and generally includes voting or investment power with
respect to securities. Applicable percentages are based on 129,102,654
shares of common stock as of September 26, 1999 and options and warrants to
purchase 2,210,333 shares of common stock that are deemed to be outstanding
as of September 26, 1999 because they are currently exercisable or are
exercisable within 60 days of September 26, 1999.
(2) Robert Kagle, a director of eBay, is a member of Benchmark Capital
Management Co., L.L.C., the general partner of each of the Benchmark Funds.
(3) Following registration of these shares, some or all of these shares may be
distributed pro rata among the limited partners of the applicable Benchmark
Fund.
(4) Includes 224,791 shares held by Mr. Beirne. Also includes 7,622,408 shares
held by Benchmark Capital Partners, L.P. and 1,065,346 shares owned by
Benchmark Founders' Fund, L.P. Mr. Beirne is a managing member of Benchmark
Capital Management Co., L.L.C., which is the general partner of each of
Benchmark Capital Partners, L.P. and Benchmark Founders' Fund, L.P. Mr.
Beirne disclaims beneficial ownership of the shares held by Benchmark
Capital Partners, L.P. and Benchmark Founders' Fund, L.P. except to the
extent of his pecuniary interest therein arising from his membership
interest in Benchmark Capital Management Co., L.L.C. The address of
Benchmark Capital Management Co., L.L.C. is 2480 Sand Hill Road, Suite 200,
Menlo Park, CA 94025.
(5) Includes 701,902 shares held by Mr. Dunlevie. Also includes 7,622,408
shares held by Benchmark Capital Partners, L.P. and 1,065,346 shares owned
by Benchmark Founders' Fund, L.P. Mr. Dunlevie is a managing member of
Benchmark Capital Management Co., L.L.C., which is the general partner of
each of Benchmark Capital Partners, L.P. and Benchmark Founders' Fund, L.P.
Mr. Dunlevie disclaims beneficial ownership of the shares held by Benchmark
Capital Partners, L.P. and Benchmark Founders' Fund, L.P.
<PAGE>
except to the extent of his pecuniary interest therein arising from his
membership interest in Benchmark Capital Management Co., L.L.C.
(6) Includes 26,771 shares held by Mr. Gurley. Also includes 7,622,408 shares
held by Benchmark Capital Partners, L.P. and 1,065,346 shares owned by
Benchmark Founders' Fund, L.P. Mr. Gurley is a managing member of
Benchmark Capital Management Co., L.L.C., which is the general partner of
each of Benchmark Capital Partners, L.P. and Benchmark Founders' Fund,
L.P. Mr. Gurley disclaims beneficial ownership of the shares held by
Benchmark Capital Partners, L.P. and Benchmark Founders' Fund, L.P.
except to the extent of his pecuniary interest therein arising from his
membership interest in Benchmark Capital Management Co., L.L.C.
(7) Includes 558,611 shares held by Mr. Harvey. Also includes 7,622,408
shares held by Benchmark Capital Partners, L.P. and 1,065,346 shares
owned by Benchmark Founders' Fund, L.P. Mr. Harvey is a managing member
of Benchmark Capital Management Co., L.L.C., which is the general partner
of each of Benchmark Capital Partners, L.P. and Benchmark Founders' Fund,
L.P. Mr. Harvey disclaims beneficial ownership of the shares held by
Benchmark Capital Partners, L.P. and Benchmark Founders' Fund, L.P.
except to the extent of his pecuniary interest therein arising from his
membership interest in Benchmark Capital Management Co., L.L.C.
(8) Includes 827,111 shares held by Mr. Kagle. Also includes 7,622,408 shares
held by Benchmark Capital Partners, L.P. and 1,065,346 shares owned by
Benchmark Founders' Fund, L.P. Mr. Kagle, a director of eBay Inc., is a
managing member of Benchmark Capital Management Co., L.L.C., which is the
general partner of each of Benchmark Capital Partners, L.P. and Benchmark
Founders' Fund, L.P. Mr. Kagle disclaims beneficial ownership of the
shares held by Benchmark Capital Partners, L.P. and Benchmark Founders'
Fund, L.P. except to the extent of his pecuniary interest therein arising
from his membership interest in Benchmark Capital Management Co., L.L.C.
Includes shares held by Robert and Joanne Kagle Trust UAD 4/4/96.
(9) Includes 477,757 shares held by Mr. Rachleff. Also includes 7,622,408
shares held by Benchmark Capital Partners, L.P. and 1,065,346 shares
owned by Benchmark Founders' Fund, L.P. Mr. Rachleff is a managing member
of Benchmark Capital Management Co., L.L.C., which is the general partner
of each of Benchmark Capital Partners, L.P. and Benchmark Founders' Fund,
L.P. Mr. Rachleff disclaims beneficial ownership of the shares held by
Benchmark Capital Partners, L.P. and Benchmark Founders' Fund, L.P.
except to the extent of his pecuniary interest therein arising from his
membership interest in Benchmark Capital Management Co., L.L.C. Includes
shares held by Andrew S. and Debra S. Rachleff as Trustees U/T/D 5/19/92.
(10) Includes 4,687 shares held by Mr. Spurlock. Also includes 7,622,408
shares held by Benchmark Capital Partners, L.P. and 1,065,346 shares
owned by Benchmark Founders' Fund, L.P. Mr. Spurlock is a managing member
of Benchmark Capital Management Co., L.L.C., which is the general partner
of each of Benchmark Capital Partners, L.P. and Benchmark Founders' Fund,
L.P. Mr. Spurlock disclaims beneficial ownership of the shares held by
Benchmark Capital Partners, L.P. and Benchmark Founders' Fund, L.P.
except to the extent of his pecuniary interest therein arising from his
membership interest in Benchmark Capital Management Co., L.L.C.
