PAYCHEX INC — Director's Dealing 2016

Jul 8, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PAYCHEX INC (PAYX)
CIK: 0000723531
Period of Report: 2016-07-06

Reporting Person: Zaucha Laurie L. (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-06	Common Stock	A	1424	$0.00	Acquired	32243	Direct
2016-07-06	Common Stock	A	6259	$0.00	Acquired	38502	Direct
2016-07-06	Common Stock	A	6057	$0.00	Acquired	44559	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-06	Stock Option	$60.84	A	20665	Acquired	2026-07-05	Common Stock (20665)	Direct
2016-07-06	Stock Option	$60.84	A	76652	Acquired	2026-07-05	Common Stock (76652)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$38.48	2023-07-09	Common Stock (14826)	14826	Direct
Stock Option	$31.63	2021-07-06	Common Stock (39500)	39500	Direct
Stock Option	$31.65	2022-07-10	Common Stock (7854)	7854	Direct
Stock Option	$41.70	2024-07-08	Common Stock (22135)	22135	Direct
Stock Option	$47.32	2025-07-07	Common Stock (23438)	23438	Direct

Footnotes

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

F2: Grant of restricted stock, subject to vesting, based on achievement of multi-year performance metrics, pursuant to the Amended and Restated 2002 Stock Incentive Plan.

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

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.

F5: Updated balance reflects cancellation of unvested options following Performance Period.