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) CTO & SVP Payment Services
	3. Date of Earliest Transaction (Month/Day/Year) 08/15/2015
	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	08/15/2015		M		49,790	A	$0.0	49,790	D
Common Stock	08/15/2015		F		25,981(1)	D	$38.14	23,809	D
Common Stock								13	I	by Children(2)

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
Restricted Stock Units -5	(3)	08/15/2015		M			49,790	(4)	(5)	Common Stock	49,790	$0.0	99,548	D
Non-Qualified Stock Option (right to buy)	$22.98							(6)	04/02/2019	Common Stock	3,941		3,941	D
Non-Qualified Stock Option (right to buy)	$34.99							(6)	04/01/2020	Common Stock	13,538		13,538	D
Non-Qualified Stock Option (right to buy)	$35.19							(6)	04/01/2021	Common Stock	27,918		27,918	D
Non-Qualified Stock Option (right to buy)	$35.88							(6)	04/01/2022	Common Stock	32,275		32,275	D
Restricted Stock Units -1	(3)							(7)	(5)	Common Stock	17,316		17,316	D
Restricted Stock Units -2	(3)							(7)	(5)	Common Stock	5,254		5,254	D
Restricted Stock Units -3	(3)							(7)	(5)	Common Stock	9,025		9,025	D
Restricted Stock Units -4	(3)							(7)	(5)	Common Stock	10,469		10,469	D
Restricted Stock Units -6	(3)							(7)	(5)	Common Stock	16,138		16,138	D

Explanation of Responses:

1. Represents shares reacquired to satisfy tax withholding obligations in connection with the vesting of 49,790 shares of restricted stock granted to the Reporting Person on 08/15/14.

2. Includes 13 shares held by Mr. Barrese's children. Mr. Barrese disclaims beneficial ownership of these shares.

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

4. 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.

5. Not applicable.

6. 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.

7. 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.

Remarks:

Restricted Stock Units were reported in Table I on prior Form 4, showing total outstanding restricted stock units converted in connection with the spinoff of the Issuer from eBay Inc. on July 17, 2015.

	By: Russell S. Elmer For: James J. Barrese	08/20/2015
	** Signature of Reporting Person	Date
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