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 *
Barrese James
 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
(Last)
(First)
(Middle)

C/O PAYPAL HOLDINGS, INC., 2211 NORTH FIRST STREET		 3. Date of Earliest Transaction (Month/Day/Year)
08/15/2015
(Street)

SAN JOSE, CA 95131
(City)
(State)
(Zip)
4. If Amendment, Date 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 49,790A $ 0 49,790D 

Common Stock

08/15/2015 F 25,981 (1) D $38.1423,809D 

Common Stock

       13I

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 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 -5

 (3) 08/15/2015 M  49,790  (4)   (5)

Common Stock

49,790 $ 0 99,548D 

Non-Qualified Stock Option (right to buy)

 $22.98        (6) 04/02/2019

Common Stock

3,941 3,941D 

Non-Qualified Stock Option (right to buy)

 $34.99        (6) 04/01/2020

Common Stock

13,538 13,538D 

Non-Qualified Stock Option (right to buy)

 $35.19        (6) 04/01/2021

Common Stock

27,918 27,918D 

Non-Qualified Stock Option (right to buy)

 $35.88        (6) 04/01/2022

Common Stock

32,275 32,275D 

Restricted Stock Units -1

 (3)         (7)   (5)

Common Stock

17,316 17,316D 

Restricted Stock Units -2

 (3)         (7)   (5)

Common Stock

5,254 5,254D 

Restricted Stock Units -3

 (3)         (7)   (5)

Common Stock

9,025 9,025D 

Restricted Stock Units -4

 (3)         (7)   (5)

Common Stock

10,469 10,469D 

Restricted Stock Units -6

 (3)         (7)   (5)

Common Stock

16,138 16,138D 

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.



Signatures

By: Russell S. Elmer For: James J. Barrese

08/20/2015
** Signature of Reporting PersonDate
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