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 * 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 (Month/Day/Year) 07/27/2018 (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 07/27/2018   G   5,713 D $ 0 338,506 D   Common Stock 07/31/2018   S   5,791 (1) D $ 82.1022 (2) 332,715 D   Common Stock 07/31/2018   S   5,209 (1) D $ 82.8657 (3) 327,506 D   Common Stock 07/31/2018   M   15,000 A $ 31.56 342,506 D   Common Stock 07/31/2018   S   7,900 (1) D $ 82.1013 (4) 334,606 D   Common Stock 07/31/2018   S   7,100 (1) D $ 82.8673 (5) 327,506 D

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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)	$ 31.56	07/31/2018		M			15,000	(6)	10/15/2021	Common Stock	15,000	$ 0	71,764	D
Non-Qualified Stock Option (right to buy)	$ 35.88							(7)	04/01/2022	Common Stock	145,234		145,234	D
Non-Qualified Stock Option (right to buy)	$ 41.64							(8)	07/17/2022	Common Stock	30,485		30,485	D
Performance Stock Units	(9)							(9)	04/01/2023	Common Stock	379,110		379,110	D
Restricted Stock Units -1	(12)							(10)	(11)	Common Stock	33,701		33,701	D
Restricted Stock Units -3	(12)							(13)	(11)	Common Stock	18,154		18,154	D
Restricted Stock Units -4	(12)							(14)	(11)	Common Stock	3,810		3,810	D
Restricted Stock Units -5	(12)							(15)	(11)	Common Stock	54,555		54,555	D
Restricted Stock Units -6	(12)							(15)	(11)	Common Stock	121,292		121,292	D
Restricted Stock Units -9	(12)							(15)	(11)	Common Stock	113,173		113,173	D

Reporting Owners

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

Signatures

By: Adele Louise Pentland For: Daniel H. Schulman		08/02/2018
**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)	Represents the weighted average price of shares sold at prices that ranged from $81.57 to $82.56.
(3)	Represents the weighted average price of shares sold at prices that ranged from $82.63 to $83.3150.
(4)	Represents the weighted average price of shares sold at prices that ranged from $81.57 to $82.56.
(5)	Represents the weighted average price of shares sold at prices that ranged from $82.58 to $83.2550.
(6)	The option grant is subject to a four-year vesting schedule, vesting 25% on 9/30/15 and 1/48th per month thereafter.
(7)	The option grant is subject to a four-year vesting schedule, vesting 12.5% on 10/1/15 and 1/48th per month thereafter.
(8)	The option grant is subject to a four-year vesting schedule, vesting 12.5% on 01/17/16 and 1/48th per month thereafter.
(9)	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.
(10)	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.
(11)	Not applicable.
(12)	Each restricted stock unit represents a contingent right to receive one share of PayPal's common stock.
(13)	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.
(14)	The reporting person received restricted stock units subject to a four-year 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.
(15)	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.

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