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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol PayPal Holdings, Inc. [ PYPL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/22/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Common Stock | 08/22/2019 | M | 15,000 | A | $35.88 | 472,074 | D | |||
| Common Stock | 08/22/2019 | S | 9,110(1) | D | $108.3256(2) | 462,964 | D | |||
| Common Stock | 08/22/2019 | S | 4,890(1) | D | $108.8885(3) | 458,074 | D | |||
| Common Stock | 08/22/2019 | S | 1,000(1) | D | $109.9533(4) | 457,074 | D | |||
| Common Stock | 08/22/2019 | S | 9,000(1) | D | $108.3146(5) | 448,074 | D | |||
| Common Stock | 08/22/2019 | S | 5,000(1) | D | $108.8863(6) | 443,074 | D | |||
| Common Stock | 08/22/2019 | S | 1,000(1) | D | $109.9605(7) | 442,074 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | $35.88 | 08/22/2019 | M | 15,000 | (8) | 04/01/2022 | Common Stock | 15,000 | $0.0 | 25,234 | D | ||||
| Non-Qualified Stock Option (right to buy) | $41.64 | (9) | 07/17/2022 | Common Stock | 30,485 | 30,485 | D | ||||||||
| Performance Stock Units | (10) | (10) | 04/01/2023 | Common Stock | 379,110 | 379,110 | D | ||||||||
| Restricted Stock Units -10 | (13) | (11) | (12) | Common Stock | 112,790 | 112,790 | D | ||||||||
| Restricted Stock Units -6 | (13) | (11) | (12) | Common Stock | 60,646 | 60,646 | D | ||||||||
| Restricted Stock Units -9 | (13) | (11) | (12) | Common Stock | 75,447 | 75,447 | D | ||||||||
| Explanation of Responses: |
| 1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan. |
| 2. Represents the weighted average price of shares sold at prices that ranged from $107.73 to $108.72. |
| 3. Represents the weighted average price of shares sold at prices that ranged from $108.73 to $109.51. |
| 4. Represents the weighted average price of shares sold at prices that ranged from $109.80 to $110.26. |
| 5. Represents the weighted average price of shares sold at prices that ranged from $107.73 to $108.725. |
| 6. Represents the weighted average price of shares sold at prices that ranged from $108.73 to $109.50. |
| 7. Represents the weighted average price of shares sold at prices that ranged from $109.81 to $110.23. |
| 8. The option grant is subject to a four-year vesting schedule, vesting 12.5% on 10/1/15 and 1/48th per month thereafter. |
| 9. The option grant is subject to a four-year vesting schedule, vesting 12.5% on 01/17/16 and 1/48th per month thereafter. |
| 10. Each performance stock unit represents a contingent right to receive one share of PayPal's common stock. One-half of the performance stock units are earned upon PayPal common stock achieving an average closing price per share of $105 or higher for 90 consecutive trading days during the five-year performance period. The other one-half of the performance stock units are earned upon PayPal common stock achieving an average closing price per share of $125 or higher for 90 consecutive trading days during the five-year performance period. If earned, the performance stock units will, subject to certain exceptions, vest ratably on the third, fourth and fifth anniversaries of the grant date. Any performance stock unit that has not been earned and vested as of the fifth anniversary of the grant date will be forfeited. |
| 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. Not applicable. |
| 13. Each restricted stock unit represents a contingent right to receive one share of PayPal's common stock. |
| By: Brian Yamasaki For: Daniel H. Schulman | 08/23/2019 | |
| ** 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 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. | ||