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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units -4 | (2) | 07/17/2016 | M | 3,811 | (3) | (4) | Common Stock | 3,811 | $ 0 | 11,432 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 31.56 | (5) | 10/15/2021 | Common Stock | 161,764 | 161,764 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 35.88 | (6) | 04/01/2022 | Common Stock | 145,234 | 145,234 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 41.64 | (7) | 07/17/2022 | Common Stock | 30,485 | 30,485 | D | ||||||||
| Restricted Stock Units -1 | (2) | (8) | (4) | Common Stock | 101,103 | 101,103 | D | ||||||||
| Restricted Stock Units -3 | (2) | (9) | (4) | Common Stock | 54,463 | 54,463 | D | ||||||||
| Restricted Stock Units -5 | (2) | (10) | (4) | Common Stock | 163,667 | 163,667 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SCHULMAN DANIEL H C/O PAYPAL HOLDINGS, INC. 2211 NORTH FIRST STREET SAN JOSE, CA 95131 |
X | President and CEO | ||
| By: Russell S. Elmer For: Daniel H. Schulman | 07/18/2016 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Represents shares reacquired to satisfy tax withholding obligations in connection with the vesting of 3,811 shares of restricted stock granted to the Reporting Person on 07/17/15. |
| (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-yer 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. |
| (4) | Not applicable. |
| (5) | The option grant is subject to a four-year vesting schedule, vesting 25% on 9/30/15 and 1/48th per month thereafter. |
| (6) | The option grant is subject to a four-year vesting schedule, vesting 12.5% on 10/1/15 and 1/48th per month thereafter. |
| (7) | The option grant is subject to a four-year vesting schedule, vesting 12.5% on 01/17/16 and 1/48th per month thereafter. |
| (8) | 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. |
| (9) | 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. |
| (10) | 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: The Non-Qualified Stock Option grant with a price of $41.64 and expiring on July 17, 2022 and the Restricted Stock Unit - 4 award above were Equity Awards (the "Equity Awards") granted to the reporting person immediately prior to the spinoff of PayPal Holdings, Inc. ("PayPal") from eBay Inc. ("eBay") on July 17, 2015. They were converted into Equity Awards in PayPal in accordance with the terms of the Employee Matters Agreement with eBay. The Equity Awards were previously disclosed and reported on an eBay exit Form 4 in July 2015 for the reporting person and for consistency with the reporting person's PayPal equity awards, the Equity Awards are now being reported on this current Form 4. | |