SEC Form 4 · accession 0001633917-18-000043
PayPal Holdings, Inc. · PYPL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Adele Louise Pentland
Officer — EVP, CHF Bus. Aff. & Legal OFC
Period of report
Feb 15, 2018
Accepted (ET)
Feb 20, 2018 · 5:47 pm EST
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 StockF1 | Feb 15, 2018 | A | 21,216 | $0.00 | A | 67,261 | D | |
| Common StockF2 | Feb 15, 2018 | F | 8,620 | $78.295 | D | 58,641 | D | |
| Common StockF3,F4 | Feb 16, 2018 | S | 5,734 | $77.8763 | D | 52,907 | 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 | $0.00 | holding | — | — | — | — | May 15, 2022 | Common Stock | 48,899 | 48,899 | D |
| Restricted Stock Units -1F8,F6,F7 | — | holding | — | — | — | — | — | Common Stock | 12,224 | 12,224 | D |
| Restricted Stock Units -2F8,F6,F7 | — | holding | — | — | — | — | — | Common Stock | 54,332 | 54,332 | D |
| Restricted Stock Units -3F8,F9,F7 | — | holding | — | — | — | — | — | Common Stock | 33,572 | 33,572 | D |
| Restricted Stock Units -4F8,F9,F7 | — | holding | — | — | — | — | — | Common Stock | 60,647 | 60,647 | D |
| Restricted Stock Units -5F8,F10,F7 | — | holding | — | — | — | — | — | Common Stock | 21,190 | 21,190 | D |
Explanation of responses
- F1AIP share footnote: The reporting person earned 21,216 shares in respect of performance-based restricted stock unit units (PBRSUs) based on the company's achievement of certain performance targets for the 2017 performance period, which were vested as shares of common stock on 2/15/18.
- F10The reporting person earned a total of 42,380 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.
- F2Tax withholding footnote: Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of 21,216 shares of common stock underlying PBRSUs on 2/15/18 (see footnote 1).
- F3The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.
- F4Represents the weighted average price of shares sold at prices that ranged from $77.57 to $78.17.
- F5Options become exercisable as to 25% on the one year anniversary date of the grant and 1/48th monthly thereafter.
- F6The 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.
- F7Not applicable.
- F8Each restricted stock unit represents a contingent right to receive one share of PayPal's common stock.
- 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.