SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Marino Gary J

(Last)

(First)

(Middle)

C/O PAYPAL HOLDINGS, INC.

2211 NORTH FIRST STREET

(Street)

SAN JOSE

95131

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/28/2016

3. Issuer Name and Ticker or Trading Symbol
PayPal Holdings, Inc. [ PYPL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Chief Commercial Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	44,129⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy)	⁽²⁾	04/01/2020	Common Stock	2,633	$34.99	D
Non-Qualified Stock Option (right to buy)	⁽²⁾	04/01/2021	Common Stock	6,501	$35.2	D
Non-Qualified Stock Option (right to buy)	⁽²⁾	04/01/2022	Common Stock	31,267	$35.88	D
Restricted Stock Units -1	⁽³⁾	⁽⁴⁾	Common Stock	2,256	⁽⁵⁾	D
Restricted Stock Units -2	⁽³⁾	⁽⁴⁾	Common Stock	4,104	⁽⁵⁾	D
Restricted Stock Units -3	⁽³⁾	⁽⁴⁾	Common Stock	6,052	⁽⁵⁾	D
Restricted Stock Units -4	⁽³⁾	⁽⁴⁾	Common Stock	12,103	⁽⁵⁾	D
Restricted Stock Units -5	⁽⁶⁾	⁽⁴⁾	Common Stock	37,770	⁽⁵⁾	D

Explanation of Responses:

1. The reporting person was granted 13,960 shares of common stock as a result of the company's achievement of certain performance criteria for 2014/2015 (the award was originally allocated to the reporting person as performance-based restricted stock units). 50% of the shares vested on March 1, 2016 and the remainder will vest on 3/1/17.

2. The option grant is subject to a four-year vesting schedule, vesting 12.5% on the 6 month anniversary of the grant and 1/48th per month thereafter.

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

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, 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:

Mr. Marino previously served as SVP, America and Credit Products for PayPal Holdings, Inc. (the "Company"). As reported on the exit Form 4 filed with the SEC on July 15, 2016, Mr. Marino ceased to be a Section 16 Reporting Officer effective as of June 21, 2016. Effective September 28, 2016, Mr. Marino was appointed EVP, Chief Commercial Officer of the Company and again became a Section 16 Reporting Officer in his new role. The Form 3 filed herein is a current listing of all holdings as of September 28, 2016.

	By: Brian Yamasaki For: Gary J. Marino	10/05/2016
	** 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 5 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.