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PAYCHEX INC Director's Dealing 2011

Jul 8, 2011

30035_dirs_2011-07-08_b531b4b6-79af-4d34-91e5-489451227bd9.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: RIVERA EFRAIN (Sr. Vice President, CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-06	Common Stock	A	4262	$0.00	Acquired	4262	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-07-06	Stock Option	$31.34	A	44381	Acquired	2021-07-05	Common Stock (44381)	Direct
2011-07-07	Stock Option	$31.63	A	250000	Acquired	2021-07-06	Common Stock (250000)	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.