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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Auerbach Jonathan 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)
EVP Chief Strategy Grow & Data
(Last)         (First)         (Middle)
C/O PAYPAL HOLDINGS, INC., 2211 NORTH FIRST STREET
3. Date of Earliest Transaction (MM/DD/YYYY)
1/3/2020
(Street)
SAN JOSE, CA 95131
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Performance Stock Units  $0.0  1/3/2020    A     2403 (1)      (1) 12/16/2022  Common Stock  2403  $0.0  4806  D   

Explanation of Responses:
(1)  Each performance stock unit represents a contingent right to receive one share of PayPal's common stock. One-half of the performance stock units were earned upon the completion of the acquisition of a 70% equity interest in Guofubao Information Technology Co., Ltd. (GoPay) on December 19, 2019. The other one-half of the performance stock units were earned upon, the completion of the acquisition of Honey Sciences Corporation on January 3, 2020. The performance stock units will vest ratably on the first, second and third anniversaries of the December 16, 2019 grant date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Auerbach Jonathan
C/O PAYPAL HOLDINGS, INC.
2211 NORTH FIRST STREET
SAN JOSE, CA 95131


EVP Chief Strategy Grow & Data

Signatures
By: Brian Yamasaki For: Jonathan Auerbach 1/7/2020
**Signature of Reporting Person Date
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