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 * Barel Tomer   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) SVP, Chief Risk Officer (Last) (First) (Middle) C/O PAYPAL HOLDINGS, INC., 2211 NORTH FIRST STREET 3. Date of Earliest Transaction (Month/Day/Year) 07/28/2016 (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 07/28/2016   M   2,866 A $ 22.98 27,017 D   Common Stock 07/28/2016   S   2,866 D $ 37.2032 24,151 D   Common Stock 07/28/2016   S   2,996 D $ 37.211 21,155 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)	$ 22.98	07/28/2016		M			2,866	(1)	04/02/2019	Common Stock	2,866	$ 0	0	D
Non-Qualified Stock Option (right to buy)	$ 34.99							(2)	04/01/2020	Common Stock	3,520		3,520	D
Non-Qualified Stock Option (right to buy)	$ 35.88							(2)	04/01/2022	Common Stock	32,275		32,275	D
Non-Qualified Stock Option (right to buy)	$ 36.95							(2)	04/01/2021	Common Stock	9,855		9,855	D
Restricted Stock Units -2	(5)							(3)	(4)	Common Stock	2,346		2,346	D
Restricted Stock Units -3	(5)							(3)	(4)	Common Stock	2,933		2,933	D
Restricted Stock Units -4	(5)							(3)	(4)	Common Stock	6,568		6,568	D
Restricted Stock Units -5	(5)							(3)	(4)	Common Stock	5,474		5,474	D
Restricted Stock Units -6	(5)							(6)	(4)	Common Stock	39,937		39,937	D
Restricted Stock Units -7	(5)							(3)	(4)	Common Stock	12,103		12,103	D
Restricted Stock Units -8	(5)							(6)	(4)	Common Stock	37,770		37,770	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Barel Tomer C/O PAYPAL HOLDINGS, INC. 2211 NORTH FIRST STREET SAN JOSE, CA 95131			SVP, Chief Risk Officer

Signatures

By: Russell S. Elmer For: Tomer Barel		07/28/2016
**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)	Options become exercisable as to 25% on the one year anniversary date of the grant and 1/48th monthly thereafter.
(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.

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