Paycom Software, Inc. — Director's Dealing 2015

Sep 23, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Paycom Software, Inc. (PAYC)
CIK: 0001590955
Period of Report: 2015-09-21

Reporting Person: Richison Chad R. (Director, See Remarks, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-09-21	Common Stock	S	1000000	$37.56	Disposed	4670999	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4519745	Direct
Common Stock	229135	Indirect

Footnotes

F1: Represents shares of common stock owned by Ernest Group, Inc. ("Ernest Group"). Mr. Richison is the sole director of Ernest Group and Ernest Group is owned by Mr. Richison and certain trusts for Mr. Richison's children, for which Mr. Richison serves as trustee. Mr. Richison may be deemed to beneficially own the shares of common stock owned by Ernest Group.

F2: Mr. Richison 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 Mr. Richison 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.

F3: Includes 778,110 shares of restricted stock. Since the date of his last ownership report, Mr. Richison transferred 425,000 shares of common stock to his former spouse pursuant to an Agreement Incident to the Dissolution of Marriage. Mr. Richison no longer reports such shares of common stock as beneficially owned by him.

F4: Represents shares of common stock owned by The Ruby Group, Inc. ("Ruby Group"). Mr. Richison is the sole director and sole shareholder of Ruby Group and may be deemed to beneficially own the shares of common stock owned by Ruby Group.