PayPal Holdings, Inc. — Director's Dealing 2016

Apr 6, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PayPal Holdings, Inc. (PYPL)
CIK: 0001633917
Period of Report: 2016-04-01

Reporting Person: Rainey John D (SVP, Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-01	Restricted Stock Units -3	$	A	50359.0	Acquired		Common Stock (50359)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Option (right to buy)	$33.8	2022-09-15	Common Stock (87390)	87390	Direct
Restricted Stock Units -1	$		Common Stock (43695)	43695	Direct
Restricted Stock Units -2	$		Common Stock (131085)	131085	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of PayPal's common stock.

F2: 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.

F3: Not applicable.

F4: Options become exercisable as to 25% on the one year anniversary date of the grant and 1/48th monthly thereafter.

F5: 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.