Paycom Software, Inc. — Director's Dealing 2016

May 20, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Paycom Software, Inc. (PAYC)
CIK: 0001590955
Period of Report: 2016-05-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-19	Common Stock	S	17500	$40.041	Disposed	0	Indirect
2016-05-19	Common Stock	S	17500	$40.041	Disposed	0	Indirect
2016-05-19	Common Stock	S	30000	$40.041	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	483298	Direct
Common Stock	449877	Indirect

Footnotes

F1: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.83 to $40.265, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2: Abigale O. Kerber 2013 Irrevocable Trust u/a dated 07/24/2013 (the "Abigale O. Kerber Trust") is an irrevocable trust for the benefit of the reporting person's daughter, who shares the reporting person's household. Accordingly, the reporting person may be deemed to beneficially own the shares of common stock owned by the Abigale O. Kerber Trust.

F3: The reporting person 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 the reporting person 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.

F4: William X. Kerber IV 2013 Irrevocable Trust u/a dated 07/24/2013 (the "William X. Kerber IV Trust") is an irrevocable trust for the benefit of the reporting person's son, who shares the reporting person's household. Accordingly, the reporting person may be deemed to beneficially own the shares of common stock owned by the William X. Kerber IV Trust.

F5: Kerber Family 2015 Irrevocable Trust u/a dated 06/16/2015 (the "Kerber Family Trust") is an irrevocable trust for the benefit of the reporting person's five siblings. Although the reporting person is not the named trustee of the Kerber Family Trust, he may be deemed to have investment control over the shares of common stock through his role as the sole investment advisor for the Kerber Family Trust. Accordingly, the reporting person may be deemed to beneficially own the shares of common stock owned by the Kerber Family Trust.

F6: Includes 150,591 shares of restricted stock.

F7: Represents shares of common stock owned by WK-EGI, Inc. ("WK-EGI"). The reporting person is the sole director of WK-EGI, and WK-EGI is owned by the reporting person and certain trusts for which the reporting person serves as trustee. The reporting person may be deemed to beneficially own the shares of common stock owned by WK-EGI.