SEC FORM 4 SEC Form 4
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*
Rainey John D

(Last) (First) (Middle)
C/O PAYPAL HOLDINGS, INC.
2211 NORTH FIRST STREET

(Street)
SAN JOSE CA 95131

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PayPal Holdings, Inc. [ PYPL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP & Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Non-Qualified Stock Option (right to buy) $33.8 09/15/2015 A 87,390 (1) 09/15/2022 Common Stock 87,390 $0.0 87,390 D
Restricted Stock Units -1 (2) 09/15/2015 A 43,695 (3) (4) Common Stock 43,695 $0.0 43,695 D
Restricted Stock Units -2 (2) 09/15/2015 A 131,085 (3) (4) Common Stock 131,085 $0.0 131,085 D
Explanation of Responses:
1. Options become exercisable as to 25% on the one year anniversary date of the grant and 1/48th monthly thereafter.
2. Each restricted stock unit represents a contingent right to receive one share of PayPal's common stock.
3. The reporting person received restricted stock units subject to a four-year vesting schedule, vesting 25% on the one year anniversary date of the restricted stock unit and 25% each year thereafter. Upon vesting, the reporting person will receive a number of shares of common stock equal to the number of restricted stock units that have vested.
4. Not applicable.
By: Russell S. Elmer For: John D. Rainey 09/17/2015
** 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.
POWER OF ATTORNEY
Know all by these presents,that the
undersigned hereby constitutes
and appoints each of A. 
Louise Pentland, Aaron
Anderson, and Russell S. Elmer, 
signing individually, the
undersigneds true and lawful
attorneys-in fact and agents to 
(1) execute for and on behalf of
the undersigned, an executive
officer,director or holder of
10% of more of a registered class
of securities of PayPal Holdings, Inc.
(the Company), Forms 3,4 and
5 in accordance with Section
16(a)of the Securities Exchange Act
of 1934, as amended (the Exchange Act)
and the rules thereunder; 
(2) do and perform any and all
acts for and on behalf of the
undersigned that may be necessary
or desirable to complete and execute
such Form 3, 4 or 5,complete and execute
any amendment or amendments thereto, and
timely file such forms or amendments with
the United States Securities and Exchange
Commission and any stock exchange or similar
authority; and (3) take any other action of
any nature whatsoever in connection with
the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit, in the best
interest of, or legally required by, the
undersigned, it being understood that the
documents executed by such attorney-in-fact
on behalf of the undersigned
 pursuant to this
Power of Attorney shall be in such form and
shall contain such terms and conditions
as such attorney-in-fact may approve in
such attorney-in-facts discretion.
The undersigned hereby grants to each
such attorney-in-fact full power and
authority to do and perform any and
every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise
of any of the rights and powers herein granted, 
as fully to all intents and purposes as the
undersigned might or could do if personally
present, with full power of substitution
or revocation, hereby ratifying and
confirming all that such attorney-in-fact,
or such attorney-in-facts substitute or
substitutes, shall lawfully do or cause to be done
by virtue of this power of attorney and
the rights and powers herein granted.
The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such
capacity at the request of the undersigned,
are not assuming, nor is the Company assuming,
any of the undersigneds responsibilities to
comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full
force and effect until the earliest to occur of
(a) the undersigned is no longer required to
file Forms 3, 4 and 5 with respect to the
undersigneds holdings of and transactions
in securities issued by the Company,
(b) revocation by the undersigned in a
signed writing delivered to the foregoing
attorneys-in-fact or (c) as to any
attorney-in-fact individually, until
such attorney-in-fact shall no longer
be employed by the Company.
 

IN WITNESS WHEREOF, the undersigned has
cause this Power of Attorney to be executed as
of this 24 day of August 2015.


/s/ John D. Rainey	
SIGNATURE OF SECTION 16 INSIDER
John D. Rainey
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