Paycom Software, Inc. — Director's Dealing 2016

Aug 1, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Paycom Software, Inc. (PAYC)
CIK: 0001590955
Period of Report: 2016-07-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-28	Common Stock	F	17138	$47.68	Disposed	466160	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	449877	Indirect

Footnotes

F1: Represents shares of common stock of Paycom Software, Inc. (the "Issuer") withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of 40,000 restricted shares of common stock granted to Mr. Kerber on April 15, 2016. No shares were issued or sold in this transaction.

F2: Includes 110,591 restricted shares of common stock.

F3: Represents shares of common stock owned by WK-EGI, Inc. ("WK-EGI"). Mr. Kerber is the sole director of WK-EGI, and WK-EGI is owned by Mr. Kerber and certain trusts for which he serves as trustee. Mr. Kerber may be deemed to beneficially own the shares of common stock owned by WK-EGI. Mr. Kerber 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. Kerber 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.