PayPal Holdings, Inc. — Director's Dealing 2016

Jan 29, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PayPal Holdings, Inc. (PYPL)
CIK: 0001633917
Period of Report: 2016-01-28

Reporting Person: SCHULMAN DANIEL H (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-28	Common Stock	M	121965.0	$0.0	Acquired	157815	Direct
2016-01-28	Common Stock	F	59650.0	$34.24	Disposed	98165	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-28	Restricted Stock Units -2	$	M	121965.0	Disposed		Common Stock (121965)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Option (right to buy)	$31.56	2021-10-15	Common Stock (161764)	161764	Direct
Non-Qualified Stock Option (right to buy)	$35.88	2022-04-01	Common Stock (145234)	145234	Direct
Restricted Stock Units -1	$		Common Stock (101103)	101103	Direct
Restricted Stock Units -3	$		Common Stock (72618)	72618	Direct

Footnotes

F1: Represents shares reacquired to satisfy tax withholding obligations in connection with the vesting of 121,965 shares of restricted stock granted to the Reporting Person on 10/15/14.

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 that will fully vest and become non-forfeitable on January 28, 2016. 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 option grant is subject to a four-year vesting schedule, vesting 25% on 9/30/15 and 1/48th per month thereafter.

F6: The option grant is subject to a four-year vesting schedule, vesting 12.5% on 10/1/15 and 1/48th per month thereafter.

F7: The reporting person received restricted stock units subject to a four-year vesting schedule, vesting 25% on 10/15/15 and 25% each 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 4/1/16 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.