SEC Form 4 · accession 0001633917-17-000058
PayPal Holdings, Inc. · PYPL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gary J Marino
Officer — EVP, Chief Commercial Officer
Period of report
Apr 1, 2017
Accepted (ET)
Apr 4, 2017 · 7:08 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 |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Apr 1, 2017 | M | 2,256 | $0.00 | A | 39,405 | D | |
| Common Stock | Apr 1, 2017 | M | 2,052 | $0.00 | A | 41,457 | D | |
| Common Stock | Apr 1, 2017 | M | 2,018 | $0.00 | A | 43,475 | D | |
| Common Stock | Apr 1, 2017 | M | 4,035 | $0.00 | A | 47,510 | D | |
| Common Stock | Apr 1, 2017 | M | 12,591 | $0.00 | A | 60,101 | D | |
| Common StockF1 | Apr 1, 2017 | F | 11,144 | $43.02 | D | 48,957 | D | |
| Common Stock | Apr 3, 2017 | M | 377 | $34.99 | A | 49,334 | D | |
| Common StockF2 | Apr 3, 2017 | S | 377 | $43.20 | D | 48,957 | D | |
| Common Stock | Apr 3, 2017 | M | 342 | $35.20 | A | 49,299 | D | |
| Common StockF2 | Apr 3, 2017 | S | 342 | $43.20 | D | 48,957 | D | |
| Common Stock | Apr 3, 2017 | M | 336 | $35.88 | A | 49,293 | D | |
| Common StockF2 | Apr 3, 2017 | S | 336 | $43.20 | D | 48,957 | D | |
| Common Stock | Apr 3, 2017 | M | 672 | $35.88 | A | 49,629 | D | |
| Common StockF2 | Apr 3, 2017 | S | 672 | $43.20 | D | 48,957 | D | |
| Common StockF2,F3 | Apr 4, 2017 | S | 11,808 | $42.4258 | D | 37,149 | 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)F4 | $34.99 | Apr 3, 2017 | M | 377 | D | — | Apr 1, 2020 | Common Stock | 377 | 0 | D |
| Non-Qualified Stock Option (right to buy)F4 | $35.20 | Apr 3, 2017 | M | 342 | D | — | Apr 1, 2021 | Common Stock | 342 | 4,106 | D |
| Non-Qualified Stock Option (right to buy)F5,F4 | $35.88 | Apr 3, 2017 | M | 336 | D | — | Apr 1, 2022 | Common Stock | 336 | 24,880 | D |
| Non-Qualified Stock Option (right to buy)F5,F4 | $35.88 | Apr 3, 2017 | M | 672 | D | — | Apr 1, 2022 | Common Stock | 672 | 24,208 | D |
| Restricted Stock Units -1F6,F7,F8 | — | Apr 1, 2017 | M | 2,256 | D | — | — | Common Stock | 2,256 | 0 | D |
| Restricted Stock Units -2F6,F7,F8 | — | Apr 1, 2017 | M | 2,052 | D | — | — | Common Stock | 2,052 | 2,052 | D |
| Restricted Stock Units -3F6,F7,F8 | — | Apr 1, 2017 | M | 2,018 | D | — | — | Common Stock | 2,018 | 4,034 | D |
| Restricted Stock Units -4F6,F7,F8 | — | Apr 1, 2017 | M | 4,035 | D | — | — | Common Stock | 4,035 | 8,068 | D |
| Restricted Stock Units -5F6,F9,F8 | — | Apr 1, 2017 | M | 12,591 | D | — | — | Common Stock | 12,591 | 25,179 | D |
| Restricted Stock Units -6F6,F9,F8 | — | holding | — | — | — | — | — | Common Stock | 72,777 | 72,777 | D |
| Restricted Stock Units -7F6,F10,F8 | — | holding | — | — | — | — | — | Common Stock | 6,993 | 6,993 | D |
| Restricted Stock Units -8F6,F10,F8 | — | holding | — | — | — | — | — | Common Stock | 13,986 | 13,986 | D |
Explanation of responses
- F1Represents shares reacquired to satisfy tax withholding obligations in connection with the vesting of (a) 2,256 shares of restricted stock granted to the Reporting Person on 04/01/13, (b) 2,052 shares of restricted stock granted to the Reporting Person on 04/01/14, (c) 2,018 shares of restricted stock granted to the Reporting Person on 04/01/15, (d) 4,035 shares of restricted stock granted to the Reporting Person on 04/01/15, and (e) 12,591 shares of restricted stock granted to the Reporting Person on 04/01/16.
- F10The reporting person earned 41,959 shares in respect of performance-based restricted stock units (PBRSUs) for the 2015-2016 performance period, which were granted to the reporting person as restricted stock units on 3/1/17. Amount represents 50% of the shares subject to such restricted stock units vesting on the first anniversary of the date of grant.
- F2The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.
- F3Represents the weighted average price of shares sold at prices that ranged from $42.27 to $42.54.
- F4The option grant is subject to a four-year vesting schedule, vesting 12.5% on the 6 month anniversary of the grant and 1/48th per month thereafter.
- F5Total represents an aggregate amount of 24,208 shares beneficially held after both exercises are reflected.
- F6Each restricted stock unit represents a contingent right to receive one share of PayPal's common stock.
- F7The reporting person received restricted stock units subject to a four-year vesting schedule, vesting 25% on the one year anniversary date of the restricted stock unit and 25% each year thereafter. 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.
- F8Not applicable.
- F9The 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.