Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Britto Mark

(Last) (First) (Middle)


(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
3. Issuer Name and Ticker or Trading Symbol
PayPal Holdings, Inc. [ PYPL ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Global Sales and Credit
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 3,450 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units -1 (1) (2) Common Stock 30,311 (3) D
Restricted Stock Units -2 (1) (2) Common Stock 16,976 (3) D
Restricted Stock Units -3 (1) (2) Common Stock 3,144 (3) D
Restricted Stock Units -4 (1) (2) Common Stock 8,850 (3) D
Explanation of Responses:
1. The reporting person received a restricted stock unit grant subject to a three-year vesting schedule, vesting 33.34% on the one year anniversary date of the restricted stock unit, 33.33% on the second year anniversary, and 33.33% on the third year anniversary. 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.
2. Not applicable.
3. Each restricted stock unit represents a contingent right to receive one share of PayPal's common stock
By: Brian Yamasaki For: Mark Britto 02/27/2019
** 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 5 (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.
Know all by these presents, that the
undersigned hereby constitutes
and appoints each of A. Louise Pentland,
John D. Rainey, Wanji Walcott,
Aaron Anderson and Brian Yamasaki,
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 21st day of February, 2019.

/s/  Mark Britto
Mark Britto