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: Auerbach Jonathan (EVP, CHF Strategy & Growth OFC)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-15	Common Stock	M	10188	$0.0	Acquired	51175	Direct
2017-05-15	Common Stock	F	5292	$49.77	Disposed	45883	Direct
2017-05-15	Common Stock	M	27166	$0.0	Acquired	73049	Direct
2017-05-15	Common Stock	F	14109	$49.77	Disposed	58940	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-15	Restricted Stock Units -1	$	M	10188	Disposed		Common Stock (10188)	Direct
2017-05-15	Restricted Stock Units -2	$	M	27166	Disposed		Common Stock (27166)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Option (right to buy)	$0.0	2022-05-15	Common Stock (81498)	81498	Direct
Restricted Stock Units -3	$		Common Stock (20983)	20983	Direct
Restricted Stock Units -4	$		Common Stock (36389)	36389	Direct
Restricted Stock Units -5	$		Common Stock (35316)	35316	Direct

Footnotes

F1: Represents shares reacquired to satisfy tax withholding obligations in connection with the vesting of 10,188 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 27,166 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 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.

F5: Not applicable.

F6: Options become exercisable as to 25% on the one year anniversary date of the grant and 1/48th monthly thereafter.

F7: 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.

F8: The reporting person earned a total of 70,632 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 vesting on the first anniversary of the date of grant.