PayPal Holdings, Inc. — Director's Dealing 2016

Jan 20, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PayPal Holdings, Inc. (PYPL)
CIK: 0001633917
Period of Report: 2016-01-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-15	Common Stock	M	150560.0	$0.0	Acquired	251597	Direct
2016-01-15	Common Stock	M	32039.0	$0.0	Acquired	283636	Direct
2016-01-15	Common Stock	F	90934.0	$32.31	Disposed	192702	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-15	Restricted Stock Units -3	$	M	150560.0	Disposed		Common Stock (150560)	Direct
2016-01-15	Restricted Stock Units -4	$	M	32039.0	Disposed		Common Stock (32039)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Option (right to buy)	$0.0	2022-04-01	Common Stock (32275)	32275	Direct
Restricted Stock Units -5	$		Common Stock (16138)	16138	Direct

Footnotes

F1: Represents shares reacquired to satisfy tax withholding obligations in connection with the vesting of 182,599 shares of restricted stock granted to the Reporting Person on January 15, 2014.

F2: Each restricted stock unit represents a contingent right to receive one share of PayPal's common stock.

F3: 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.

F4: Not applicable.

F5: 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.

F6: 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.

F7: 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.