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: Bottini Mark Anthony (Sr. VP of Sales)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-09	Common Stock	A	4096	$0.00	Acquired	19108	Direct
2014-07-09	Common Stock	A	14708	$0.00	Acquired	33816	Direct
2014-07-10	Common Stock	S	477	$41.92	Disposed	33339	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-09	Stock Option	$41.70	A	44271	Acquired	2024-07-08	Common Stock (44271)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	353	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$28.06	2021-10-17	Common Stock (51313)	51313	Direct
Stock Option	$28.06	2021-10-17	Common Stock (250000)	250000	Direct
Stock Option	$31.65	2022-07-10	Common Stock (58901)	58901	Direct
Stock Option	$38.48	2023-07-09	Common Stock (53911)	53911	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.

F4: 401(k) balance as of June 1, 2014.