Ownership Submission
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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Marino Gary J
   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)
EVP, Chief Commercial Officer
(Last)
(First)
(Middle)
C/O PAYPAL HOLDINGS, INC., 2211 NORTH FIRST STREET		 3. Date of Earliest Transaction (Month/Day/Year)
05/01/2017
(Street)

SAN JOSE, CA 95131		 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
(City)
(State)
(Zip)
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 05/01/2017   M   342 A $ 35.2 37,491 D  
Common Stock 05/01/2017   S   342 (1) D $ 47.4 37,149 D  
Common Stock 05/01/2017   M   337 A $ 35.88 37,486 D  
Common Stock 05/01/2017   S   337 (1) D $ 47.4 37,149 D  
Common Stock 05/01/2017   M   673 A $ 35.88 37,822 D  
Common Stock 05/01/2017   S   673 (1) D $ 47.4 37,149 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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) $ 35.2 05/01/2017   M     342   (2) 04/01/2021 Common Stock 342 $ 0 3,764 D  
Non-Qualified Stock Option (right to buy) $ 35.88 05/01/2017   M     337   (2) 04/01/2022 Common Stock 337 $ 0 23,871 (3) D  
Non-Qualified Stock Option (right to buy) $ 35.88 05/01/2017   M     673   (2) 04/01/2022 Common Stock 673 $ 0 23,198 (3) D  
Restricted Stock Units -2 (6)               (4)   (5) Common Stock 2,052   2,052 D  
Restricted Stock Units -3 (6)               (4)   (5) Common Stock 4,034   4,034 D  
Restricted Stock Units -4 (6)               (4)   (5) Common Stock 8,068   8,068 D  
Restricted Stock Units -5 (6)               (7)   (5) Common Stock 25,179   25,179 D  
Restricted Stock Units -6 (6)               (7)   (5) Common Stock 72,777   72,777 D  
Restricted Stock Units -7 (6)               (8)   (5) Common Stock 6,993   6,993 D  
Restricted Stock Units -8 (6)               (8)   (5) Common Stock 13,986   13,986 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Marino Gary J
C/O PAYPAL HOLDINGS, INC.
2211 NORTH FIRST STREET
SAN JOSE, CA 95131		       EVP, Chief Commercial Officer  

Signatures

 By: Brian Yamasaki For: Gary J. Marino   05/03/2017
**Signature of Reporting Person Date

Explanation of Responses:

* 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) The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.
(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) Total represents an aggregate amount of 23,198 shares beneficially held after both exercises are reflected.
(4) 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.
(5) Not applicable.
(6) Each restricted stock unit represents a contingent right to receive one share of PayPal's common stock.
(7) 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.
(8) The reporting person earned 41,959 shares in respect of performance-based restricted stock units (PBRSUs) for the 2015-2016 performance period, which were granted to the reporting person as restricted stock units on 3/1/17. Amount represents 50% of the shares subject to such restricted stock units vesting on the first anniversary of the date of grant.

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