PAYCHEX INC — Director's Dealing 2011

Jul 8, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PAYCHEX INC (PAYX)
CIK: 0000723531
Period of Report: 2011-07-06

Reporting Person: Zaucha Laurie L. (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-06	Common Stock	A	2340	$0.00	Acquired	4765	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-07-06	Stock Option	$31.34	A	24372	Acquired	2021-07-05	Common Stock (24372)	Direct
2011-07-07	Stock Option	$31.63	A	100000	Acquired	2021-07-06	Common Stock (100000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$30.93	2021-03-27	Common Stock (15432)	15432	Direct

Footnotes

F1: Award of restricted stock, subject to vesting, pursuant to the Amended and Restated 2002 Stock Incentive Plan.

F2: Grant of non-qualified stock options, subject to vesting based on achievement of multi-year performance metrics, pursuant to the Amended and Restated 2002 Stock Incentive Plan.