Sec Form 4 Filing - SCHULMAN DANIEL H @ PayPal Holdings, Inc. - 2018-03-29

Insider filing report for Changes in Beneficial Ownership
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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
SCHULMAN DANIEL H
2. Issuer Name and Ticker or Trading Symbol
PayPal Holdings, Inc. [ PYPL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
C/O PAYPAL HOLDINGS, INC., 2211 NORTH FIRST STREET
3. Date of Earliest Transaction (MM/DD/YY)
03/29/2018
(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 03/29/2018 S 3,316 ( 1 ) D $ 75.1849 ( 2 ) 346,300 D
Common Stock 03/29/2018 S 5,884 ( 1 ) D $ 76.0033 ( 3 ) 340,416 D
Common Stock 03/29/2018 S 1,800 ( 1 ) D $ 76.8959 ( 4 ) 338,616 D
Common Stock 03/29/2018 M 15,000 A $ 31.56 353,616 D
Common Stock 03/29/2018 S 4,400 ( 1 ) D $ 75.1811 ( 5 ) 349,216 D
Common Stock 03/29/2018 S 8,100 ( 1 ) D $ 75.986 ( 6 ) 341,116 D
Common Stock 03/29/2018 S 2,500 ( 1 ) D $ 76.8874 ( 7 ) 338,616 D
Common Stock 04/01/2018 M 18,154 A $ 0 356,770 D
Common Stock 04/01/2018 M 54,555 A $ 0 411,325 D
Common Stock 04/01/2018 F 36,028 ( 8 ) D $ 75.87 375,297 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
Non-Qualified Stock Option (right to buy) $ 31.56 03/29/2018 M 15,000 ( 9 ) 10/15/2021 Common Stock 15,000 $ 0 131,764 D
Performance Stock Units ( 10 ) 04/01/2018 A 379,110 ( 10 ) 04/01/2023 Common Stock 379,110 $ 0 379,110 D
Restricted Stock Units -3 ( 11 ) 04/01/2018 M 18,154 ( 12 ) ( 13 ) Common Stock 18,154 $ 0 18,154 D
Restricted Stock Units -5 ( 11 ) 04/01/2018 M 54,555 ( 14 ) ( 13 ) Common Stock 54,555 $ 0 54,555 D
Non-Qualified Stock Option (right to buy) $ 35.88 ( 15 ) 04/01/2022 Common Stock 145,234 145,234 D
Non-Qualified Stock Option (right to buy) $ 41.64 ( 16 ) 07/17/2022 Common Stock 30,485 30,485 D
Restricted Stock Units -1 ( 11 ) ( 17 ) ( 13 ) Common Stock 33,701 33,701 D
Restricted Stock Units -4 ( 11 ) ( 18 ) ( 13 ) Common Stock 7,621 7,621 D
Restricted Stock Units -6 ( 11 ) ( 14 ) ( 13 ) Common Stock 121,292 121,292 D
Restricted Stock Units -9 ( 11 ) ( 14 ) ( 13 ) Common Stock 113,173 113,173 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SCHULMAN DANIEL H
C/O PAYPAL HOLDINGS, INC.
2211 NORTH FIRST STREET
SAN JOSE, CA95131
X President and CEO
Signatures
By: Brian Yamasaki For: Daniel H. Schulman 04/02/2018
Signature of Reporting Person Date
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 prices that ranged from $74.56 to $75.56.
( 3 )Represents the weighted average price of shares sold at prices that ranged from $75.57 to $76.55.
( 4 )Represents the weighted average price of shares sold at prices that ranged from $76.5850 to $77.17.
( 5 )Represents the weighted average price of shares sold at prices that ranged from $74.56 to $75.56.
( 6 )Represents the weighted average price of shares sold at prices that ranged from $75.5850 to $76.5850.
( 7 )Represents the weighted average price of shares sold at prices that ranged from $76.59 to $77.16.
( 8 )Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of shares of restricted stock units granted to the Reporting Person.
( 9 )The option grant is subject to a four-year vesting schedule, vesting 25% on 9/30/15 and 1/48th per month thereafter.
( 10 )Each performance stock unit represents a contingent right to receive one share of PayPal's common stock. One-half of the performance stock units are earned upon PayPal common stock achieving an average closing price per share of $105 or higher for 90 consecutive trading days during the five-year performance period. The other one-half of the performance stock units are earned upon PayPal common stock achieving an average closing price per share of $125 or higher for 90 consecutive trading days during the five-year performance period (the date on which the $105 or $125 closing price per share target is achieved is referred to as an "earned date" for the applicable performance stock units). If earned, the performance stock units will vest ratably on the third, fourth and fifth anniversaries of the grant date; provided, however, that if the earned date(s) is after the third anniversary of the grant date but before the fourth anniversary, the performance stock units will vest ratably on t
( 11 )Each restricted stock unit represents a contingent right to receive one share of PayPal's common stock.
( 12 )The reporting person received restricted stock units subject to a four-year vesting schedule, vesting 25% on 4/1/16 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.
( 13 )Not applicable.
( 14 )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.
( 15 )The option grant is subject to a four-year vesting schedule, vesting 12.5% on 10/1/15 and 1/48th per month thereafter.
( 16 )The option grant is subject to a four-year vesting schedule, vesting 12.5% on 01/17/16 and 1/48th per month thereafter.
( 17 )The reporting person received restricted stock units subject to a four-year vesting schedule, vesting 25% on 10/15/15 and 25% each 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.
( 18 )The reporting person received restricted stock units subject to a four-year vesting schedule, vesting 25% on 07/17/16 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.

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).
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