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)
SVP, Americas & Credit Product
(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   M   3,234 A $ 0 3,234 D  
Common Stock 03/01/2016   A   13,960 (1) A $ 0 17,194 D  
Common Stock 03/01/2016   F   1,098 (2) D $ 39.25 16,096 D  
Common Stock 03/01/2016   F   2,370 (2) D $ 39.25 13,726 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
Restricted Stock Units -4 (3) 03/01/2016   M     3,234   (4)   (5) Common Stock 3,234 $ 0 0 D  
Non-Qualified Stock Option (right to buy) $ 0               (6) 03/01/2017 Common Stock 63,694   63,694 D  
Non-Qualified Stock Option (right to buy) $ 0               (6) 03/01/2018 Common Stock 47,770   47,770 D  
Non-Qualified Stock Option (right to buy) $ 0               (6) 04/02/2019 Common Stock 24,044   24,044 D  
Non-Qualified Stock Option (right to buy) $ 0               (6) 04/01/2020 Common Stock 18,051   18,051 D  
Non-Qualified Stock Option (right to buy) $ 0               (6) 04/01/2021 Common Stock 16,423   16,423 D  
Non-Qualified Stock Option (right to buy) $ 0               (6) 04/01/2022 Common Stock 48,413   48,413 D  
Restricted Stock Units -1 (3)               (4)   (5) Common Stock 3,004   3,004 D  
Restricted Stock Units -2 (3)               (4)   (5) Common Stock 4,512   4,512 D  
Restricted Stock Units -3 (3)               (4)   (5) Common Stock 6,157   6,157 D  
Restricted Stock Units -5 (3)               (4)   (5) Common Stock 8,070   8,070 D  
Restricted Stock Units -6 (3)               (4)   (5) Common Stock 16,138   16,138 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		       SVP, Americas & Credit Product  

Signatures

 By: Russell S. Elmer For: Gary Marino   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 13,960 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 (a) 3,234 shares of restricted stock granted to the Reporting Person on 3/2/15 as a result of the company's achievement of certain performance criteria for 2013/2014 (the award was originally allocated to the reporting person as performance-based restricted stock units) and (b) 6,980 shares of restricted stock granted to the Reporting Person on 3/1/16 (see footnote 1).
(3) Each restricted stock unit represents a contingent right to receive one share of PayPal's common stock.
(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) 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.

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