PayPal Holdings
PayPal Holdings, Inc. (Form: 4, Received: 10/17/2017 20:54:24)
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 *

SCHULMAN DANIEL H
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
__ X __ Officer (give title below)      _____ Other (specify below)
President and CEO
(Last)          (First)          (Middle)

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

10/15/2017
(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   10/15/2017     M    33701   A $0.0   234593   D    
Common Stock   10/15/2017     F    17575   (1) D $68.66   217018   (2) 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
Restricted Stock Units -1     (3) 10/15/2017     M         33701      (4)   (5) Common Stock   33701   $0.0   33701   D    
Non-Qualified Stock Option (right to buy)   $31.56                      (6) 10/15/2021   Common Stock   161764     161764   D    
Non-Qualified Stock Option (right to buy)   $35.88                      (7) 4/1/2022   Common Stock   145234     145234   D    
Non-Qualified Stock Option (right to buy)   $41.64                      (8) 7/17/2022   Common Stock   30485     30485   D    
Restricted Stock Units -3     (3)                    (9)   (5) Common Stock   36308     36308   D    
Restricted Stock Units -4     (3)                    (10)   (5) Common Stock   7621     7621   D    
Restricted Stock Units -5     (3)                    (11)   (5) Common Stock   109110     109110   D    
Restricted Stock Units -6     (3)                    (11)   (5) Common Stock   181941     181941   D    
Restricted Stock Units -7     (3)                    (12)   (5) Common Stock   125870     125870   D    
Restricted Stock Units -8     (3)                    (12)   (5) Common Stock   26419     26419   D    

Explanation of Responses:
(1)  Represents shares reacquired to satisfy tax withholding obligations in connection with the vesting of 33,701 shares of restricted stock units granted to the Reporting Person on 10/15/14.
(2)  Includes 199,069 shares previously reported as indirectly beneficially owned through a Grantor Retained Annuity Trust ("GRAT"). The transfer of shares was exempt from reporting pursuant to Rule 16a-13.
(3)  Each restricted stock unit represents a contingent right to receive one share of PayPal's common stock.
(4)  The reporting person received restricted stock units subject to a four-year vesting schedule, vesting 25% on 10/15/15 and 25% each 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.
(5)  Not applicable.
(6)  The option grant is subject to a four-year vesting schedule, vesting 25% on 9/30/15 and 1/48th per month thereafter.
(7)  The option grant is subject to a four-year vesting schedule, vesting 12.5% on 10/1/15 and 1/48th per month thereafter.
(8)  The option grant is subject to a four-year vesting schedule, vesting 12.5% on 01/17/16 and 1/48th per month thereafter.
(9)  The reporting person received restricted stock units subject to a four-year vesting schedule, vesting 25% on 4/1/16 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.
(10)  The reporting person received restricted stock units subject to a four-year vesting schedule, vesting 25% on 07/17/16 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.
(11)  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.
(12)  The reporting person earned 152,289 shares in respect of PBRSUs for the 2015-2016 performance period, which were granted to the reporting person as restricted stock units on 3/1/17. 100% of the shares subject to such restricted stock units will vest on the first anniversary of the date of grant.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SCHULMAN DANIEL H
C/O PAYPAL HOLDINGS, INC.
2211 NORTH FIRST STREET
SAN JOSE, CA 95131
X
President and CEO

Signatures
By: Brian Yamasaki For: Daniel H. Schulman 10/17/2017
** 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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