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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1. Name and Address of Reporting Person * Anderson Aaron   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) VP, Chief Accounting Officer (Last) (First) (Middle) C/O PAYPAL HOLDINGS, INC., 2211 NORTH FIRST STREET 3. Date of Earliest Transaction (Month/Day/Year) 12/15/2015 (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 12/15/2015   M   7,205 A $ 0 7,876 D   Common Stock 12/15/2015   F   2,708 (1) D $ 36.32 5,168 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

Restricted Stock Units -3

(2)

12/15/2015

M

7,205

(3)

(4)

Common Stock

7,205

$ 0

21,613

D

Restricted Stock Units -1

(2)

(3)

(4)

Common Stock

5,890

5,890

D

Restricted Stock Units -2

(2)

(3)

(4)

Common Stock

10,601

10,601

D

Restricted Stock Units -4

(2)

(3)

(4)

Common Stock

8,070

8,070

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Anderson Aaron C/O PAYPAL HOLDINGS, INC. 2211 NORTH FIRST STREET SAN JOSE, CA 95131			VP, Chief Accounting Officer

Signatures

By: Russell S. Elmer For: Aaron Anderson		12/16/2015
**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)	Represents shares reacquired to satisfy tax withholding obligations in connection with the vesting of 7,205 shares of restricted stock granted to the Reporting Person on 12/15/14.
(2)	Each restricted stock unit represents a contingent right to receive one share of PayPal's common stock.
(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.
Remarks: Restricted Stock Units were reported in Table I on prior Form 4, showing total outstanding restricted stock units converted in connection with the spinoff of the Issuer from eBay Inc. on July 17, 2015.  In addition, Table I, Column 5,  includes 671 shares acquired under eBay's Employee Stock Purchase Plan on October 31, 2015.

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