SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Barrese James

(Last) (First) (Middle)
C/O PAYPAL HOLDINGS, INC.
2211 NORTH FIRST STREET

(Street)
SAN JOSE CA 95131

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PayPal Holdings, Inc. [ PYPL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, Payment Services & CTO
3. Date of Earliest Transaction (Month/Day/Year)
11/11/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/11/2015 M 1,970 A $22.98 25,779 D
Common Stock 11/11/2015 S 1,886 (1) D $37.1524 (2) 23,893 D
Common Stock 11/11/2015 S 23,809 (1) D $37.1433 (3) 84 D
Common Stock 13 I by Children (4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $22.98 11/11/2015 M 1,970 (5) 04/02/2019 Common Stock 1,970 $0.0 1,971 D
Non-Qualified Stock Option (right to buy) $34.99 (5) 04/01/2020 Common Stock 13,538 13,538 D
Non-Qualified Stock Option (right to buy) $35.19 (5) 04/01/2021 Common Stock 27,918 27,918 D
Non-Qualified Stock Option (right to buy) $35.88 (5) 04/01/2022 Common Stock 32,275 32,275 D
Restricted Stock Units -1 (8) (6) (7) Common Stock 17,316 17,316 D
Restricted Stock Units -2 (8) (6) (7) Common Stock 5,254 5,254 D
Restricted Stock Units -3 (8) (6) (7) Common Stock 9,025 9,025 D
Restricted Stock Units -4 (8) (6) (7) Common Stock 10,469 10,469 D
Restricted Stock Units -5 (8) (9) (7) Common Stock 99,548 99,548 D
Restricted Stock Units -6 (8) (6) (7) Common Stock 16,138 16,138 D
Explanation of Responses:
1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.
2. Represents the weighted average price of shares sold at a price that ranged from $37.15 to $37.18.
3. Represents the weighted average price of shares sold at a price that ranged from $37.02 to $37.29.
4. Includes 13 shares held by Mr. Barrese's children. Mr. Barrese disclaims beneficial ownership of these shares.
5. 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.
6. 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.
7. Not applicable.
8. Each restricted stock unit represents a contingent right to receive one share of PayPal's common stock.
9. 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.
By: Russell S. Elmer For: James J. Barrese 11/12/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.