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: Gibson John B (Sr. VP, Service)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-06	Common Stock	A	2849	$0.00	Acquired	28020	Direct
2016-07-06	Common Stock	A	12037	$0.00	Acquired	40057	Direct
2016-07-06	Common Stock	A	12113	$0.00	Acquired	52170	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-06	Stock Option	$60.84	A	41329	Acquired	2026-07-05	Common Stock (41329)	Direct
2016-07-06	Stock Option	$60.84	A	147405	Acquired	2026-07-05	Common Stock (147405)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$36.66	2023-07-01	Common Stock (94500)	94500	Direct
Stock Option	$38.48	2023-07-09	Common Stock (53911)	53911	Direct
Stock Option	$41.70	2024-07-08	Common Stock (44271)	44271	Direct
Stock Option	$47.32	2025-07-07	Common Stock (46875)	46875	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.