Mark Britto Form 4 PayPal / Mark Britto ownership change

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^*

Britto Mark

(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)
EVP, Chief Product Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2021

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
Common Stock	03/01/2021		A		6,288(1)	A	$0.0	93,833	D
Common Stock	03/01/2021		F		22,801(2)	D	$273.63	71,032	D
Common Stock	03/01/2021		M		5,658	A	$0.0	76,690	D
Common Stock	03/01/2021		M		1,047	A	$0.0	77,737	D
Common Stock	03/01/2021		A		33,952(1)	A	$0.0	111,689	D
Common Stock	03/01/2021		A		17,700(1)	A	$0.0	129,389	D
Common Stock	03/01/2021		M		10,742	A	$0.0	140,131	D
Common Stock	03/01/2021		F		6,866(3)	D	$273.63	133,265	D

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
Restricted Stock Units -2	(4)	03/01/2021		M			5,658	(5)	(6)	Common Stock	5,658	$0.0	0	D
Restricted Stock Units -3	(7)	03/01/2021		M			1,047	(8)	(9)	Common Stock	1,047	$0.0	0	D
Restricted Stock Units -5	(7)	03/01/2021		M			10,742	(8)	(9)	Common Stock	10,742	$0.0	10,741	D
Restricted Stock Units -6	(4)	03/01/2021		A		28,558		(5)	(6)	Common Stock	28,558	$0.0	28,558	D

Explanation of Responses:

1. Represents shares earned in respect to performance-based restricted stock units (PBRSUs) based on the achievement by PayPal of certain performance targets for the 2018-2020 performance period, which were vested as shares of common stock on 3/1/2021.

2. Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of shares of common stock underlying PBRSUs on 3/1/2021.

3. Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of shares of restricted stock units granted to the Reporting Person.

4. Each restricted stock unit represents a contingent right to receive one share of PayPal's common stock.

5. 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.

6. Not applicable.

7. Each restricted stock unit represents a contingent right to receive one share of PayPal's common stock

8. 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.

9. Not applicable.

	By: Brian Yamasaki For: Mark Britto	03/01/2021
	** 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).
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