PayPal Holdings, Inc. — Director's Dealing 2016

Jul 28, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PayPal Holdings, Inc. (PYPL)
CIK: 0001633917
Period of Report: 2016-07-26

Reporting Person: Ready William J (SVP, Global Head Product & Eng)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-26	Common Stock	S	26037.0	$38.0427	Disposed	105906	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Option (right to buy)	$35.88	2022-04-01	Common Stock (32275)	32275	Direct
Restricted Stock Units -3	$		Common Stock (451677)	451677	Direct
Restricted Stock Units -4	$		Common Stock (96117)	96117	Direct
Restricted Stock Units -5	$		Common Stock (12103)	12103	Direct
Restricted Stock Units -6	$		Common Stock (56654)	56654	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.

F2: Represents the weighted average price of shares sold at a price that ranged from $37.71 to $38.26.

F3: The option grant is subject to a four-year vesting schedule, vesting 12.5% on the 6 month anniversary of the grant and 1/48th per month thereafter.

F4: The reporting person received restricted stock units subject to a four-year vesting schedule, vesting 20% on the one year anniversary date of the restricted stock unit and 3.33% monthly 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.

F5: Not applicable.

F6: Each restricted stock unit represents a contingent right to receive one share of PayPal's common stock.

F7: The reporting person received restricted stock units subject to a four-year vesting schedule, vesting 20% on the second year anniversary date of the restricted stock unit and 3.33% monthly 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.

F8: 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.

F9: The reporting person received a restricted stock unit grant subject to a three-year vesting schedule, vesting 33.34% on the one year anniversary, and 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.