Paycom Software, Inc. — Director's Dealing 2015

Nov 20, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Paycom Software, Inc. (PAYC)
CIK: 0001590955
Period of Report: 2015-11-18

Reporting Person: Kerber William X. III (Chief Information Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-12	Common Stock	G	65000	$0.00	Disposed	443298	Direct
2015-11-12	Common Stock	G	17500	$0.00	Acquired	17500	Indirect
2015-11-12	Common Stock	G	17500	$0.00	Acquired	17500	Indirect
2015-11-12	Common Stock	G	30000	$0.00	Acquired	30000	Indirect
2015-11-18	Common Stock	S	115000	$41.75	Disposed	449877	Indirect

Footnotes

F1: Represents the aggregate number of shares of common stock gifted by the reporting person to three irrevocable trusts for the benefit of his daughter, son and siblings, respectively. See footnotes 3, 4 and 5 below for additional information regarding these trusts.

F2: Includes 144,791 shares of restricted stock.

F3: Abigale O. Kerber 2013 Irrevocable Trust u/a dated 07/24/2013 (the "Abigale O. Kerber Trust") is an irrevocable trust for the benefit of the reporting person's daughter, who shares the reporting person's household. Accordingly, the reporting person may be deemed to beneficially own the shares of common stock owned by the Abigale O. Kerber Trust.

F4: William X. Kerber IV 2013 Irrevocable Trust u/a dated 07/24/2013 (the "William X. Kerber IV Trust") is an irrevocable trust for the benefit of the reporting person's son, who shares the reporting person's household. Accordingly, the reporting person may be deemed to beneficially own the shares of common stock owned by the William X. Kerber IV Trust.

F5: Kerber Family 2015 Irrevocable Trust u/a dated 06/16/2015 (the "Kerber Family Trust") is an irrevocable trust for the benefit of the reporting person's five siblings. Although the reporting person is not the named trustee of the Kerber Family Trust, he may be deemed to have investment control over the shares of common stock through his role as the sole investment advisor for the Kerber Family Trust. Accordingly, the reporting person may be deemed to beneficially own the shares of common stock owned by the Kerber Family Trust

F6: Represents shares of common stock owned by WK-EGI, Inc. ("WK-EGI"). The reporting person is the sole director of WK-EGI, and WK-EGI is owned by the reporting person and certain trusts for which the reporting person serves as trustee. The reporting person may be deemed to beneficially own the shares of common stock owned by WK-EGI.

F7: The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. Neither the filing of this report nor anything herein shall be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, the beneficial owner of such securities.