SEC Form 4 · accession 0001209191-15-061960
PayPal Holdings, Inc. · PYPL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John J Donahoe
Director
Period of report
Jul 17, 2015
Accepted (ET)
Jul 21, 2015 · 8:38 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001633917
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Restricted Stock Units-1 | Jul 17, 2015 | A | 156,589 | $0.00 | A | 592,901 | D | |
| Restricted Stock Units-1 | Jul 17, 2015 | A | 216,358 | $0.00 | A | 809,259 | D | |
| Restricted Stock Units-3 | Jul 17, 2015 | A | 150,000 | $0.00 | A | 959,259 | D | |
| Common StockF4 | Jul 17, 2015 | F | 272,880 | $38.39 | A | 686,379 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy)F5,F6 | $6.59 | Jul 17, 2015 | A | 290,516 | A | — | Mar 2, 2016 | Common Stock | 290,516 | 290,516 | D |
| Non-Qualified Stock Option (right to buy)F5,F7 | $15.00 | Jul 17, 2015 | A | 500,000 | A | — | Mar 1, 2017 | Common Stock | 500,000 | 500,000 | D |
| Non-Qualified Stock Option (right to buy)F5,F7 | $20.28 | Jul 17, 2015 | A | 354,477 | A | — | Mar 1, 2018 | Common Stock | 354,477 | 354,477 | D |
| Non-Qualified Stock Option (right to buy)F5,F7 | $22.98 | Jul 17, 2015 | A | 170,068 | A | — | Apr 2, 2019 | Common Stock | 170,068 | 170,068 | D |
| Non-Qualified Stock Option (right to buy)F5,F7 | $34.99 | Jul 17, 2015 | A | 125,888 | A | — | Apr 1, 2020 | Common Stock | 125,888 | 125,888 | D |
| Non-Qualified Stock Option (right to buy)F5,F7 | $35.19 | Jul 17, 2015 | A | 146,654 | A | — | Apr 1, 2021 | Common Stock | 146,654 | 146,654 | D |
| Non-Qualified Stock Option (right to buy)F5,F7 | $33.29 | Jul 17, 2015 | A | 108,536 | A | — | Apr 1, 2021 | Common Stock | 108,536 | 108,536 | D |
Explanation of responses
- F1In connection with the spin-off of the Issuer from eBay Inc. on July 17, 2015, each outstanding eBay RSU award was converted into a RSU award in respect of both shares of eBay's common stock and the Issuer's common stock pursuant to the terms of the employee matters agreement between eBay Inc and the Issuer. The number of shares of the Issuer's common stock subject to the award was determined based on the number of the Issuer's shares distributed per eBay share in the spin-off. Mr. Donahoe received one share of the Issuer's common stock for each RSU of the Issuer.
- F2In connection with the spin-off of the Issuer from eBay Inc. on July 17, 2015, each outstanding eBay RSU resulting from an eBay PBRSU award was converted into a RSU award in respect of both shares of eBay's common stock and the Issuer's common stock pursuant to the terms of the employee matters agreement between eBay Inc and the Issuer. The number of shares of the Issuer's common stock subject to the award was determined based on the number of the Issuer's shares distributed per eBay share in the spin-off. Mr. Donahoe received one share of the Issuer's underlying common stock for each RSUs of the Issuer.
- F3In connection with the spin-off of the Issuer from eBay Inc. on July 17, 2015, each outstanding eBay PSU award was converted into a PSU award in respect of both shares of eBay's common stock and the Issuer's common stock pursuant to the terms of the employee matters agreement between eBay Inc and the Issuer. The number of shares of the Issuer's common stock subject to the award was determined based on the number of the Issuer's shares distributed per eBay share in the spin-off. Mr. Donahoe received one share of the Issuer's underlying common stock for each PSU of the Issuer.
- F4Represents shares required to satisfy tax withholding for common stock received in respect of Restricted Stock Units-1, -2, and -3.
- F5In connection with the spin-off of the Issuer from eBay Inc. on July 17, 2015, each outstanding eBay stock option award was converted into an award of options to purchase both shares of eBay's common stock and shares of the Issuer's common stock pursuant to the terms of the employee matters agreement between eBay Inc and the Issuer. The number of shares and exercise prices of each option award were adjusted in a manner intended to preserve the aggregate intrinsic value of the original eBay stock option.
- F6The option grant became fully vested on July 17, 2015.
- F7The option grant is fully vested.