SEC Form 4 · accession 0001209191-15-061970
PayPal Holdings, Inc. · PYPL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Hill Ferguson
Officer — SVP, Consumer
Period of report
Jul 17, 2015
Accepted (ET)
Jul 21, 2015 · 8:47 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 | 236,064 | $0.00 | A | 484 | 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)F2,F3 | $17.87 | Jul 17, 2015 | A | 8,280 | A | — | Sep 9, 2018 | Common Stock | 8,280 | 8,280 | D |
| Non-Qualified Stock Option (right to buy)F2,F4 | $22.68 | Jul 17, 2015 | A | 7,484 | A | — | Apr 13, 2019 | Common Stock | 7,484 | 7,484 | D |
| Non-Qualified Stock Option (right to buy)F2,F4 | $34.99 | Jul 17, 2015 | A | 9,025 | A | — | Apr 1, 2020 | Common Stock | 9,025 | 9,025 | D |
| Non-Qualified Stock Option (right to buy)F2,F4 | $35.19 | Jul 17, 2015 | A | 27,918 | A | — | Apr 1, 2021 | Common Stock | 27,918 | 27,918 | D |
| Non-Qualified Stock Option (right to buy)F2,F4 | $35.88 | Jul 17, 2015 | A | 32,275 | A | — | Apr 1, 2022 | Common Stock | 32,275 | 32,275 | 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 denominated in 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 underlying shares was adjusted in a manner intended to preserve the aggregate intrinsic value of the original eBay RSU award. Each RSU represents a contingent right to receive one share of the Issuer's underlying common stock.
- F2In connection with the spin-off of the Issuer from eBay Inc. on July 17, 2015, each outstanding eBay stock option was converted into an award of options to purchase 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 was adjusted in a manner intended to preserve the aggregate intrinsic value of the original eBay stock option.
- F3Options become exercisable as to 25% on the one year anniversary date of the original eBay grant and 1/48th monthly thereafter.
- F4The option grant is subject to a four-year vesting schedule, vesting 12.5% on the 6 month anniversary of the original eBay grant and 1/48th per month thereafter.