Statement of Changes in Beneficial Ownership (4)

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 Strat & Growth Ops
(Last)          (First)          (Middle) C/O PAYPAL HOLDINGS, INC., 2211 NORTH FIRST STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 11/15/2019
(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
Common Stock	11/15/2019		S		2543 (1)	D	$103.7269 (2)	115274	D
Common Stock	11/15/2019		S		117 (1)	D	$104.35	115157	D

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
Non-Qualified Stock Option (right to buy)	$37.31							(3)	5/15/2022	Common Stock	81498		81498	D
Restricted Stock Units -4	(6)							(4)	(5)	Common Stock	12129		12129	D
Restricted Stock Units -6	(6)							(4)	(5)	Common Stock	16766		16766	D
Restricted Stock Units -7	(6)							(4)	(5)	Common Stock	32226		32226	D

Explanation of Responses:
(1)	The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.
(2)	Represents the weighted average price of shares sold at prices that ranged from $103.28 to $104.17.
(3)	Options become exercisable as to 25% on the one year anniversary date of the grant and 1/48th monthly thereafter.
(4)	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.
(5)	Not applicable.
(6)	Each restricted stock unit represents a contingent right to receive one share of PayPal's common stock.

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 Strat & Growth Ops

Signatures
By: Brian Yamasaki For: Jonathan Auerbach		11/18/2019
**Signature of Reporting Person		Date