Mark Britto - Mar 1, 2022 Form 4 Insider Report for PayPal Holdings, Inc. (PYPL)

Role: EVP, Chief Product Officer
Signature: By: BRIAN YAMASAKI For: MARK BRITTO
Stock symbol: PYPL
Transactions as of: Mar 1, 2022
Transactions value $: -$3,280,828
Form type: 4
Date filed: 3/2/2022, 03:40 PM
Previous filing: Feb 16, 2022
Next filing: May 9, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PYPL	Common Stock	Options Exercise	$0	+10.7K	+9.03%	$0.00	130K	Mar 1, 2022	Direct
transaction	PYPL	Common Stock	Options Exercise	$0	+9.52K	+7.34%	$0.00	139K	Mar 1, 2022	Direct
transaction	PYPL	Common Stock	Award	$0	+59.9K	+43.05%	$0.00	199K	Mar 1, 2022	Direct	F1
transaction	PYPL	Common Stock	Tax liability	-$2.43M	-22.8K	-11.46%	$106.51	176K	Mar 1, 2022	Direct	F2
transaction	PYPL	Common Stock	Tax liability	-$849K	-7.97K	-4.52%	$106.51	168K	Mar 1, 2022	Direct	F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PYPL	Restricted Stock Units -5	Options Exercise	$0	-10.7K	-100%	$0.00^*	0	Mar 1, 2022	Common Stock	10.7K		Direct	F4, F5, F6
transaction	PYPL	Restricted Stock Units -6	Options Exercise	$0	-9.52K	-33.34%	$0.00	19K	Mar 1, 2022	Common Stock	9.52K		Direct	F4, F5, F6
transaction	PYPL	Restricted Stock Units -7	Award	$0	+55.2K		$0.00	55.2K	Mar 1, 2022	Common Stock	55.2K		Direct	F4, F6, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents shares earned in respect to performance-based restricted stock units (PBRSUs) based on the achievement by PayPal of certain performance targets for the 2019-2021 performance period, which were vested as shares of common stock on 3/1/2022.
F2	Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of shares of common stock underlying PBRSUs on 3/1/2022.
F3	Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of shares of restricted stock units granted to the Reporting Person.
F4	Each restricted stock unit represents a contingent right to receive one share of PayPal's common stock.
F5	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.
F6	Not applicable.
F7	The reporting person received a restricted stock unit grant subject to a three-year vesting schedule, vesting 1/3 on the one year anniversary of the grant date of the restricted stock unit award (the 'Grant Date'), and 1/12 on each quarterly anniversary of the Grant Date thereafter until the third anniversary of the Grant Date, on which date the grant shall be fully vested. 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.