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Share Name | Share Symbol | Market | Type |
---|---|---|---|
PayPal Holdings Inc | NASDAQ:PYPL | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-1.35 | -2.02% | 65.63 | 64.90 | 65.65 | 67.89 | 64.72 | 67.64 | 15,435,159 | 05:00:04 |
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Delaware
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47-2989869
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Title of Securities
to be Registered
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Amount
to be
Registered
(1)
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Proposed
Maximum
Offering Price
per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, par value $0.0001 per share
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778
(2)
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$2.42
(3)
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$1,882.76
(3)
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$0.24
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Common Stock, par value $0.0001 per share
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236,573
(4)
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$11.26
(5)
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$2,663,811.98
(5)
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$331.65
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(1)
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Pursuant to the Agreement and Plan of Merger, dated as of August 9, 2017, as amended by the Amendment and Consent, dated as of September 18, 2017, by and among PayPal, Inc., Pacific Acquisition Corp., Swift Financial Corporation (“Swift”) and Fortis Advisors LLC (the “Merger Agreement”), PayPal Holdings, Inc. (the “Company”) assumed certain of the outstanding unvested options to purchase shares of common stock of Swift granted under the Swift Financial Corporation 2011 Stock Plan, as amended and restated (the “2011 Plan”) and the Swift Financial Corporation 2013 Stock Plan, as amended and restated (the “2013 Plan”, and together with the 2011 Plan, the “Plans”), in each case, subject to their respective continued vesting schedules and conditions. The assumed options became exercisable solely to purchase shares of common stock of the Company, with appropriate adjustments to the number of shares into which the assumed options are exercisable and the exercise price of such options in accordance with the terms of the Merger Agreement.
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(2)
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Represents shares of common stock of the Company subject to outstanding unvested options as of September 19, 2017 under the 2011 Plan.
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(3)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) under the Securities Act. The offering price per share and aggregate offering price are based upon the weighted average exercise price for shares subject to the outstanding unvested options granted pursuant to the 2011 Plan.
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(4)
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Represents shares of common stock of the Company subject to outstanding unvested options as of September 19, 2017 under the 2013 Plan.
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(5)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) under the Securities Act. The offering price per share and aggregate offering price are based upon the weighted average exercise price for shares subject to the outstanding unvested options granted pursuant to the 2013 Plan.
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*
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The prospectus containing information required by Part I of Form S-8 and related to this Registration Statement is omitted from this Registration Statement in accordance with the note to Part I of Form S-8. The Company will send or give to each holder of outstanding unvested stock options granted under the Plans, a copy of the prospectus or documents containing information specified in Part I of Form S-8, as specified by Rule 428(b)(1) of the Securities Act. In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”), the prospectus for the Plans is not being filed with or included in this Registration Statement. The prospectus for the Plans and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, each constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
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Exhibit
Number
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Description
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4.1
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Restated Certificate of Incorporation of PayPal Holdings, Inc. (incorporated by reference to Exhibit 3.01 to PayPal Holdings, Inc.’s Quarterly Report on Form 10-Q, as filed with the Commission on July 27, 2017).
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4.2
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Amended and Restated Bylaws of PayPal Holdings, Inc. (incorporated by reference to Exhibit 3.2 to PayPal Holdings, Inc.’s Current Report on Form 8-K, as filed with the Commission on July 20, 2015).
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5.1
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Opinion of Sidley Austin LLP.
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23.1
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Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
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23.2
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Consent of Sidley Austin LLP (included in Exhibit 5.1 to this Registration Statement).
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24.1
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Power of Attorney (included on the signature page of this Registration Statement).
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99.1
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Swift Financial Corporation 2011 Stock Plan, as amended and restated.
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99.2
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Swift Financial Corporation 2013 Stock Plan, as amended and restated.
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Exhibit
Number
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Description
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PayPal Holdings, Inc.
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By:
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/s/ Daniel H. Schulman
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Daniel H. Schulman
President, Chief Executive Officer and Director
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Signature
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Title
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Date
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/s/ Daniel H. Schulman
Daniel H. Schulman
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President, Chief Executive
Officer and Director
(Principal Executive Officer)
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October 10, 2017
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/s/ John D. Rainey
John D. Rainey
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Executive Vice President,
Chief Financial Officer
(Principal Financial Officer)
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October 10, 2017
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/s/ Aaron Anderson
Aaron Anderson
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Vice President,
Chief Accounting Officer
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October 10, 2017
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/s/ Rodney C. Adkins
Rodney C. Adkins
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Director
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October 10, 2017
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/s/ Wences Casares
Wences Casares
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Director
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October 10, 2017
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/s/ Jonathan Christodoro
Jonathan Christodoro
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Director
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October 10, 2017
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/s/ John J. Donahoe
John J. Donahoe
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Director
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October 10, 2017
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/s/ David W. Dorman
David W. Dorman
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Director
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October 10, 2017
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/s/ Belinda Johnson
Belinda Johnson
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Director
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October 10, 2017
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/s/ Gail J. McGovern
Gail J. McGovern
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Director
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October 10, 2017
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/s/ David M. Moffett
David M. Moffett
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Director
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October 10, 2017
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/s/ Ann M. Sarnoff
Ann M. Sarnoff
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Director
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October 10, 2017
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/s/ Frank D. Yeary
Frank D. Yeary
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Director
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October 10, 2017
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