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: MUCCI MARTIN (Director, CEO & President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-06	Common Stock	S	580	$31.34	Disposed	44818	Direct
2011-07-06	Common Stock	A	19822	$0.00	Acquired	64640	Direct
2011-07-07	Common Stock	S	600	$31.63	Disposed	64040	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-07-06	Stock Option	$31.34	A	206422	Acquired	2021-07-05	Common Stock (206422)	Direct
2011-07-07	Stock Option	$31.63	A	500000	Acquired	2021-07-06	Common Stock (500000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3285	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$28.14	2012-07-11	Common Stock (15000)	15000	Direct
Stock Option	$29.55	2013-07-10	Common Stock (25000)	25000	Direct
Stock Option	$31.79	2014-07-08	Common Stock (30000)	30000	Direct
Stock Option	$33.68	2015-07-07	Common Stock (50000)	50000	Direct
Stock Option	$36.87	2016-07-13	Common Stock (30000)	30000	Direct
Stock Option	$43.91	2017-07-17	Common Stock (30000)	30000	Direct
Stock Option	$31.95	2018-07-09	Common Stock (40000)	40000	Direct
Stock Option	$31.95	2018-07-09	Common Stock (12675)	12675	Direct
Stock Option	$24.21	2019-07-08	Common Stock (63290)	63290	Direct
Stock Option	$26.02	2020-07-06	Common Stock (29786)	29786	Direct
Stock Option	$27.28	2020-10-12	Common Stock (154591)	154591	Direct

Footnotes

F1: Disposition of shares to satisfy tax withholding obligations arising from lapse of restrictions applicable to award of restricted stock.

F2: Award of restricted stock, subject to vesting, pursuant to the Amended and Restated 2002 Stock Incentive Plan.

F3: 401(k) balance as of June 1, 2011.

F4: 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.