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: Vossler Jennifer R. (VP/Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-01	Common Stock	J	46	$0.00	Acquired	8414	Direct
2011-07-06	Common Stock	S	103	$31.34	Disposed	8311	Direct
2011-07-06	Common Stock	A	2340	$0.00	Acquired	10651	Direct
2011-07-07	Common Stock	S	330	$31.63	Disposed	10321	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 (Non-Derivative)

Security	Shares	Ownership
Common Stock	187	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$27.27	2019-05-03	Common Stock (12000)	12000	Direct
Stock Option	$24.21	2019-07-08	Common Stock (11155)	11155	Direct
Stock Option	$26.02	2020-07-06	Common Stock (16383)	16383	Direct

Footnotes

F1: Updated balance reflects 46 shares acquired through a Dividend Investment Program.

F2: Disposition of shares to satisfy tax withholding obligations arising from lapse of restrictions applicable to award of restricted stock.

F3: Award of restricted stock, subject to vesting, pursuant to the Amended and Restated 2002 Stock Incentive Plan.

F4: 401(k) balance as of June 1, 2011.

F5: 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.