PayPal Holdings
PayPal Holdings, Inc. (Form: 4, Received: 09/28/2017 17:24:31)
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
                                                                                  
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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 *

Adkins Rodney C
2. Issuer Name and Ticker or Trading Symbol

PayPal Holdings, Inc. [ PYPL ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O PAYPAL HOLDINGS, INC., 2211 NORTH FIRST STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

9/26/2017
(Street)

SAN JOSE, CA 95131
(City)        (State)        (Zip)
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

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   9/26/2017     A    2623   (1) A $0.0   2976   D    
Common Stock   9/26/2017     A    423   (2) A $0.0   3399   D    

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

Explanation of Responses:
(1)  Pursuant to the Company's Independent Director Compensation Policy, the reporting person has been granted a fully vested stock payment award for Company common stock promptly following his appointment as a director of the Company. The number of shares of common stock granted represents the quotient of (A) $165,068.49 (representing the amount of the annual equity award (i.e., $250,000), prorated to reflect the number of days from the date of his appointment to the first anniversary of the most recent annual stockholders meeting), divided by (B) the Company's closing stock price on the date of grant, rounded up to the nearest whole share.
(2)  Pursuant to the Company's Independent Director Compensation Policy, the reporting person has elected to receive a fully vested stock payment award for common stock in lieu of the prorated annual retainer fees payable for services on the Company's Board of Directors and any committees thereof. The number of shares of common stock awarded represent the quotient of (A) $26,575.34 (representing the reporting person's annual aggregate board and committee retainer fees of $100,000, prorated to reflect the number of days from the date of his appointment to December 31, 2017), divided by (B) the Company's closing stock price on the date of grant, rounded up to the nearest whole share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Adkins Rodney C
C/O PAYPAL HOLDINGS, INC.
2211 NORTH FIRST STREET
SAN JOSE, CA 95131
X



Signatures
By: Brian Yamasaki For: Rodney C. Adkins 9/27/2017
** 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).
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