UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL

FORM 4 Washington, D.C. 20549 OMB Number: 3235-0287

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STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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 * 2. Issuer Name and Ticker or Trading Symbol 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Donahoe John J PayPal Holdings, Inc. [ PYPL ]

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) 3. Date of Earliest Transaction (MM/DD/YYYY)

C/O PAYPAL HOLDINGS, INC., 2211 NORTH 1/3/2023

FIRST STREET
(Street) 4. If Amendment, Date Original Filed (MM/DD/YYYY) 6. Individual or Joint/Group Filing (Check Applicable
Line)

SAN JOSE, CA 95131  
(City)        (State)        (Zip) _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 2. Trans. 2A. Deemed 3. Trans. 4. Securities Acquired 5. Amount of Securities 6. Ownership Form: Direct (D) 7. Nature of Indirect Beneficial
(Instr. 3) Date Execution Code (A) or Disposed of (D) Beneficially Owned Following or Indirect (I) (Instr. 4) Ownership (Instr. 4)
Date, if any (Instr. 8) (Instr. 3, 4 and 5) Reported Transaction(s)
(Instr. 3 and 4)
(A)
or
Code V Amount (D) Price
Common Stock  1/3/2023    A    2246 (1) A $0.0  19458  D   
Common Stock                 55503  I  by GRAT 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of 2. Conversion 3. Trans. 3A. Deemed 4. Trans. 5. Number of 6. Date Exercisable and 7. Title and Amount 8. Price of 9. Number of 10. Ownership 11. Nature of
Derivate or Exercise Date Execution Code Derivative Expiration Date of Securities Derivative derivative Securities Form of Indirect
Security Price of Date, if any (Instr. 8) Securities Underlying Security Beneficially Owned Derivative Beneficial
(Instr. 3) Derivative Acquired (A) or Derivative Security (Instr. 5) Following Reported Security: Ownership
Security Disposed of (D) (Instr. 3 and 4) Transaction(s) Direct (D) or (Instr. 4)
(Instr. 3, 4 and (Instr. 4) Indirect (I)
5) (Instr. 4)
Amount
Date Expiration or
Title
Exercisable Date Number
Code V (A) (D) of Shares

Explanation of Responses:
(1)  Pursuant to the Company's director compensation policy, the reporting person has elected to receive common stock in lieu of the annual retainer fees
payable for services on the Company's Board of Directors and any committees thereof. The number of shares of common stock awarded represent the
quotient of (A) such retainer fees divided by (B) the Company's closing stock price on the date awarded, rounded up to the nearest whole share of
common stock. The reporting person has elected to defer receipt of this stock payment award under the PayPal Holdings, Inc. Deferred Compensation
Plan, as amended and restated.

Remarks:
Represents 55,503 shares of common stock previously owned directly which were contributed to a grantor retained annuity trust on August 15, 2022. The
contribution was exempt from reporting pursuant to Rule 16a-13.

Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Donahoe John J
C/O PAYPAL HOLDINGS, INC.
X
2211 NORTH FIRST STREET
SAN JOSE, CA 95131

Signatures
By: Brian Yamasaki For: John Joseph Donahoe 1/5/2023
 **Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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