Adele Louise Pentland Form 4 PayPal / Adele Louise Pentland 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^*

Pentland Adele Louise

(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, CHF Bus. Aff. & Legal OFC

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2017

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	05/15/2017		M		6,113	A	$0.0	42,245	D
Common Stock	05/15/2017		F		3,190(1)	D	$49.77	39,055	D
Common Stock	05/15/2017		M		27,166	A	$0.0	66,221	D
Common Stock	05/15/2017		F		14,176(2)	D	$49.77	52,045	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 -1	(3)	05/15/2017		M			6,113	(4)	(5)	Common Stock	6,113	$0.0	12,224	D
Restricted Stock Units -2	(3)	05/15/2017		M			27,166	(4)	(5)	Common Stock	27,166	$0.0	54,332	D
Non-Qualified Stock Option (right to buy)	$0.0							(6)	05/15/2022	Common Stock	48,899		48,899	D
Restricted Stock Units -3	(3)							(7)	(5)	Common Stock	33,572		33,572	D
Restricted Stock Units -4	(3)							(7)	(5)	Common Stock	60,647		60,647	D
Restricted Stock Units -5	(3)							(8)	(5)	Common Stock	21,190		21,190	D

Explanation of Responses:

1. Represents shares reacquired to satisfy tax withholding obligations in connection with the vesting of 6,113 shares of restricted stock granted to the Reporting Person on May 15, 2015.

2. Represents shares reacquired to satisfy tax withholding obligations in connection with the vesting of 27,166 shares of restricted stock granted to the Reporting Person on May 15, 2015.

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 the one year anniversary date of the restricted stock unit 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.

5. Not applicable.

6. Options become exercisable as to 25% on the one year anniversary date of the grant and 1/48th monthly thereafter.

7. 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.

8. The reporting person earned a total of 42,380 shares in respect of performance-based restricted stock units (PBRSUs) for the 2015-2016 performance period, which were granted to the reporting person as restricted stock units on 3/1/17. Amount represents 50% of the shares subject to such restricted stock units vesting on the first anniversary of the date of grant.

	By: Brian Yamasaki For: A. Louise Pentland	05/16/2017
	** 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).
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