Sec Form 4 Filing - Rainey John D @ PayPal Holdings, Inc. - 2017-09-15

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Rainey John D 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) EVP, Chief Financial Officer (Last) (First) (Middle) C/O PAYPAL HOLDINGS, INC., 2211 NORTH FIRST STREET 3. Date of Earliest Transaction (MM/DD/YY) 09/15/2017 (Street) SAN JOSE, CA95131 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 09/15/2017 M 10,924 A $ 0 47,850 D Common Stock 09/15/2017 M 43,695 A $ 0 91,545 D Common Stock 09/15/2017 F 28,502 ( 1 ) D $ 62.5 63,043 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 -1 ( 2 ) 09/15/2017 M 10,924 ( 3 ) ( 4 ) Common Stock 10,924 $ 0 21,847 D Restricted Stock Units -2 ( 2 ) 09/15/2017 M 43,695 ( 3 ) ( 4 ) Common Stock 43,695 $ 0 43,694 D Non-Qualified Stock Option (right to buy) $ 33.8 ( 5 ) 09/15/2022 Common Stock 87,390 87,390 D Restricted Stock Units -3 ( 2 ) ( 6 ) ( 4 ) Common Stock 33,572 33,572 D Restricted Stock Units -4 ( 2 ) ( 6 ) ( 4 ) Common Stock 60,647 60,647 D Restricted Stock Units -5 ( 2 ) ( 7 ) ( 4 ) Common Stock 75,738 75,738 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rainey John D C/O PAYPAL HOLDINGS, INC. 2211 NORTH FIRST STREET SAN JOSE, CA95131 EVP, Chief Financial Officer Signatures By: Brian Yamasaki For: John D. Rainey 09/18/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares reacquired to satisfy tax withholding obligations in connection with the vesting of 54,619 shares of restricted stock granted to the Reporting Person on September 15, 2015. ( 2 )Each restricted stock unit represents a contingent right to receive one share of PayPal's common stock. ( 3 )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. ( 4 )Not applicable. ( 5 )Options become exercisable as to 25% on the one year anniversary date of the grant and 1/48th monthly thereafter. ( 6 )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. ( 7 )The reporting person earned a total of 75,738 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. 100% of the shares subject to such restricted stock units will vest on the first anniversary of the date of grant.

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.
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