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 MANAGEMENT CORP (10% Owner)
Reporting Person: RATHER JONATHAN M (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-14	Common Stock	S	30393	$22.50	Disposed	117710	Direct

Footnotes

F1: The securities reported as directly beneficially owned by the designated Reporting Person may also be deemed to be indirectly beneficially owned by Jonathan M. Rather, who is the sole controlling stockholder of WCAS Management Corporation. Mr. Rather may also be deemed to indirectly beneficially own 21,926,454 shares of Common Stock held by Welsh, Carson, Anderson & Stowe X, L.P. and 232,998 shares of Common Stock held by WCAS Capital Partners IV, L.P. Mr. Rather is a managing member of the respective sole general partners of such entities.

F2: 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 entities, 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.