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 *
Barrese James
   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, Payment Services and CTO
(Last)
(First)
(Middle)
C/O PAYPAL HOLDINGS, INC., 2211 NORTH FIRST STREET		 3. Date of Earliest Transaction (Month/Day/Year)
03/01/2016
(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 03/01/2016   A   23,731 (1) A $ 0 23,815 D  
Common Stock 03/01/2016   F   4,460 (2) D $ 39.25 19,355 D  
Common Stock               13 I by Children (3)

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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               (4) 04/02/2019 Common Stock 1,971   1,971 D  
Non-Qualified Stock Option (right to buy) $ 34.99               (4) 04/01/2020 Common Stock 13,538   13,538 D  
Non-Qualified Stock Option (right to buy) $ 35.19               (4) 04/01/2021 Common Stock 27,918   27,918 D  
Non-Qualified Stock Option (right to buy) $ 35.88               (4) 04/01/2022 Common Stock 32,275   32,275 D  
Restricted Stock Units -1 (7)               (5)   (6) Common Stock 17,316   17,316 D  
Restricted Stock Units -2 (7)               (5)   (6) Common Stock 5,254   5,254 D  
Restricted Stock Units -3 (7)               (5)   (6) Common Stock 9,025   9,025 D  
Restricted Stock Units -4 (7)               (5)   (6) Common Stock 10,469   10,469 D  
Restricted Stock Units -5 (7)               (8)   (6) Common Stock 99,548   99,548 D  
Restricted Stock Units -6 (7)               (5)   (6) Common Stock 16,138   16,138 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Barrese James
C/O PAYPAL HOLDINGS, INC.
2211 NORTH FIRST STREET
SAN JOSE, CA 95131		       SVP, Payment Services and CTO  

Signatures

 By: Russell S. Elmer For: James J. Barrese   03/02/2016
**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) The reporting person was granted 23,731 shares of common stock as a result of the company's achievement of certain performance criteria for 2014/2015 (the award was originally allocated to the reporting person as performance-based restricted stock units). 50% of the shares vested on the date of grant and the remainder will vest on 3/1/17.
(2) Represents shares reacquired to satisfy tax withholding obligations in connection with the vesting of 11,866 shares of restricted stock granted to the Reporting Person on 3/1/16 (see footnote 1).
(3) Includes 13 shares held by Mr. Barrese's children. Mr. Barrese disclaims beneficial ownership of these shares.
(4) 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.
(5) 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.
(6) Not applicable.
(7) Each restricted stock unit represents a contingent right to receive one share of PayPal's common stock.
(8) 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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