Paycom Software, Inc. — Director's Dealing 2015

Jan 16, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Paycom Software, Inc. (PAYC)
CIK: 0001590955
Period of Report: 2015-01-14

Reporting Person: WCAS Capital Partners IV, 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)
Reporting Person: Solomon Christopher (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-14	Common Stock	S	60157	$22.50	Disposed	232998	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 21,926,454 shares of Common Stock held by Welsh, Carson, Anderson & Stowe X, L.P. Such individuals are managing members of the sole general partner of Welsh, Carson, Anderson & Stowe X, 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 117,170 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.