Paycom Software, Inc. — Director's Dealing 2014

Apr 22, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Paycom Software, Inc. (PAYC)
CIK: 0001590955
Period of Report: 2014-04-21

Reporting Person: Welsh, Carson, Anderson & Stowe X, L.P. (10% Owner)
Reporting Person: MACKESY D SCOTT (10% Owner)
Reporting Person: TRAYNOR SEAN (10% Owner)
Reporting Person: RATHER JONATHAN M (10% Owner)
Reporting Person: Scully Thomas (10% Owner)
Reporting Person: Lee Eric J. (10% Owner)
Reporting Person: Donovan Michael (10% Owner)
Reporting Person: REGAN BRIAN THOMAS (10% Owner)
Reporting Person: Ecock Anthony F (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-21	Common Stock	S	2837482	$13.95	Disposed	27587654	Direct

Footnotes

F1: The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of the sole general partner of the designated Reporting Person. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his pecuniary interest therein and/or that are not actually distributed to him.

F2: Each Reporting Owner listed below also indirectly beneficially owns 293,155 shares of Common Stock held by WCAS Capital Partners IV, L.P. Such individuals are managing members of the sole general partner of WCAS Capital Partners IV, L.P. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by such entity, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his pecuniary interest therein and/or that are not actually distributed to him.

F3: Jonathan M. Rather also indirectly beneficially owns 148,103 shares of Common Stock held by WCAS Management Corp, of which he is the sole controlling shareholder. Pursuant to Instruction 4(b)(iv) of Form 4, Mr. Rather has elected to report as indirectly beneficially owned the entire number of securities owned by such entity, however he disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his pecuniary interest therein and/or that are not actually distributed to him.

F4: This amount represents the $15.00 initial public offering price per share of Common Stock, less the underwriting discount of $1.05 per share.