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: Richison Chad R. (Director, President and CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-28	Common Stock	F	65730	$47.68	Disposed	3968015	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3670999	Indirect
Common Stock	229135	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 140,000 restricted shares of common stock granted to Mr. Richison on April 15, 2016. No shares were issued or sold in this transaction.

F2: Includes 471,239 restricted shares of common stock.

F3: 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 wholly 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.

F4: 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.

F5: 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.