PAYCHEX INC — Director's Dealing 2014

Jul 11, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PAYCHEX INC (PAYX)
CIK: 0000723531
Period of Report: 2014-07-09

Reporting Person: Zaucha Laurie L. (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-09	Common Stock	A	2048	$0.00	Acquired	17691	Direct
2014-07-09	Common Stock	A	7844	$0.00	Acquired	25535	Direct
2014-07-10	Common Stock	S	314	$41.92	Disposed	25221	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-09	Stock Option	$41.70	A	22135	Acquired	2024-07-08	Common Stock (22135)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$30.93	2021-03-27	Common Stock (15432)	15432	Direct
Stock Option	$31.34	2021-07-05	Common Stock (24372)	24372	Direct
Stock Option	$31.63	2021-07-06	Common Stock (100000)	100000	Direct
Stock Option	$31.65	2022-07-10	Common Stock (31414)	31414	Direct
Stock Option	$38.48	2023-07-09	Common Stock (29651)	29651	Direct

Footnotes

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

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

F3: Disposition of shares to satisfy tax withholding obligations arising from lapse of restrictions applicable to restricted stock.