PayPal Holdings, Inc. — Director's Dealing 2017

May 18, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PayPal Holdings, Inc. (PYPL)
CIK: 0001633917
Period of Report: 2017-05-15

Reporting Person: Ready William J (EVP, Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-15	Common Stock	M	25094	$0.0	Acquired	94041	Direct
2017-05-15	Common Stock	F	13095	$49.77	Disposed	80946	Direct
2017-05-15	Common Stock	M	5340	$0.0	Acquired	86286	Direct
2017-05-15	Common Stock	F	2787	$49.77	Disposed	83499	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-15	Restricted Stock Units -3	$	M	25094	Disposed		Common Stock (25094)	Direct
2017-05-15	Restricted Stock Units -4	$	M	5340	Disposed		Common Stock (5340)	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 -5	$		Common Stock (8068)	8068	Direct
Restricted Stock Units -6	$		Common Stock (37768)	37768	Direct
Restricted Stock Units -7	$		Common Stock (97035)	97035	Direct
Restricted Stock Units -8	$		Common Stock (388140)	388140	Direct
Restricted Stock Units -9	$		Common Stock (13986)	13986	Direct

Footnotes

F1: Represents shares reacquired to satisfy tax withholding obligations in connection with the vesting of 25,094 shares of restricted stock granted to the Reporting Person on May 15, 2015.

F2: Represents shares reacquired to satisfy tax withholding obligations in connection with the vesting of 5,340 shares of restricted stock granted to the Reporting Person on May 15, 2015.

F3: Each restricted stock unit represents a contingent right to receive one share of PayPal's common stock.

F4: 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.

F5: Not applicable.

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.

F8: 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.

F9: 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 quarterly 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.

F10: The reporting person earned a total of 27,972 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 which vested on 3/1/17 (date of grant).