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
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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*
Barel Tomer

(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, Chief Risk Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/02/2015
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 11/02/2015 S 1,226 (1) D $35.752 18,751 D
Common Stock 11/02/2015 S 13,757 (1) D $36.0563 (2) 4,994 D
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 (3) 04/02/2019 Common Stock 2,866 2,866 D
Non-Qualified Stock Option (right to buy) $34.99 (4) 04/01/2020 Common Stock 3,520 3,520 D
Non-Qualified Stock Option (right to buy) $35.88 (4) 04/01/2022 Common Stock 32,275 32,275 D
Non-Qualified Stock Option (right to buy) $36.95 (4) 04/01/2021 Common Stock 9,855 9,855 D
Restricted Stock Units -1 (7) (5) (6) Common Stock 3,821 3,821 D
Restricted Stock Units -2 (7) (5) (6) Common Stock 4,692 4,692 D
Restricted Stock Units -3 (7) (5) (6) Common Stock 5,866 5,866 D
Restricted Stock Units -4 (7) (5) (6) Common Stock 9,853 9,853 D
Restricted Stock Units -5 (7) (5) (6) Common Stock 8,211 8,211 D
Restricted Stock Units -6 (7) (8) (6) Common Stock 39,937 39,937 D
Restricted Stock Units -7 (7) (5) (6) 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 $35.91 to $36.15.
3. Options become exercisable as to 25% on the one year anniversary date of the grant and 1/48th monthly thereafter.
4. The option grant is subject to a four-year vesting schedule, vesting 12.5% on the 6 month anniversary of the original eBay grant and 1/48th per month thereafter.
5. 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.
6. Not applicable.
7. Each restricted stock unit represents a contingent right to receive one share of PayPal's common stock.
8. 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.
Remarks:
Form 4 filed for reporting person on October 19, 2015 with the SEC to reflect transactions for October 15, 2015 reported taxes withheld in connection with the vesting of 19,977 share of restricted stock granted to the Reporting Person on 10/15/14. The shares withheld for taxes were reversed due to recalculation of tax obligation related to report person's expatriate assignment.
By: Russell S. Elmer For: Tomer Barel 11/03/2015
** 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).
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