Statement of Changes in Beneficial Ownership (4)

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 OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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/YYYY) 9/5/2019
(Street) SAN JOSE, CA 95131 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	9/5/2019		M		15000	A	$35.88	457074	D
Common Stock	9/5/2019		S		7838 ⁽¹⁾	D	$110.6096 ⁽²⁾	449236	D
Common Stock	9/5/2019		S		7162 ⁽¹⁾	D	$111.1494 ⁽³⁾	442074	D
Common Stock	9/5/2019		S		7902 ⁽¹⁾	D	$110.6117 ⁽⁴⁾	434172	D
Common Stock	9/5/2019		S		7098 ⁽¹⁾	D	$111.1577 ⁽⁵⁾	427074	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$35.88	9/5/2019		M			15000	⁽⁶⁾	4/1/2022	Common Stock	15000	$0.0	10234	D
Non-Qualified Stock Option (right to buy)	$41.64							⁽⁷⁾	7/17/2022	Common Stock	30485		30485	D
Performance Stock Units	⁽⁸⁾							⁽⁸⁾	4/1/2023	Common Stock	379110		379110	D
Restricted Stock Units -10	⁽¹¹⁾							⁽⁹⁾	⁽¹⁰⁾	Common Stock	112790		112790	D
Restricted Stock Units -6	⁽¹¹⁾							⁽⁹⁾	⁽¹⁰⁾	Common Stock	60646		60646	D
Restricted Stock Units -9	⁽¹¹⁾							⁽⁹⁾	⁽¹⁰⁾	Common Stock	75447		75447	D

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 $109.92 to $110.91.
(3)	Represents the weighted average price of shares sold at prices that ranged from $110.92 to $111.50.
(4)	Represents the weighted average price of shares sold at prices that ranged from $109.93 to $110.92.
(5)	Represents the weighted average price of shares sold at prices that ranged from $110.93 to $111.50.
(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)	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. If earned, the performance stock units will, subject to certain exceptions, vest ratably on the third, fourth and fifth anniversaries of the grant date. Any performance stock unit that has not been earned and vested as of the fifth anniversary of the grant date will be forfeited.
(9)	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.
(10)	Not applicable.
(11)	Each restricted stock unit represents a contingent right to receive one share of PayPal's common stock.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	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

Signatures
By: Brian Yamasaki For: Daniel H Schulman		9/9/2019
^**Signature of Reporting Person		Date

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*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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