Paycom Software, Inc. — Director's Dealing 2016

Feb 12, 2016

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: Paycom Software, Inc. (PAYC)
CIK: 0001590955
Period of Report: 2015-12-31

Reporting Person: RATHER JONATHAN M (Former 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-27	Common Stock	G	33949	—	Disposed	26049	Direct

Footnotes

F1: The Reporting Person also indirectly beneficially owns 5,065,436 shares of Common Stock held by Welsh, Carson, Anderson & Stowe X, L.P., 53,828 shares of Common Stock held by WCAS Capital Partners IV, L.P. and 56,055 shares of Common Stock held by WCAS Management Corporation. The Reporting Person is a managing member of the respective sole general partners of Welsh, Carson, Anderson & Stowe X, L.P. and WCAS Capital Partners IV, L.P. and the controlling stockholder of WCAS Management Corporation. Pursuant to Instruction (4)(b)(iv) of Form 5, the Reporting Person has elected to report as indirectly beneficially owned the entire number of securities beneficially owned by each such entity. The Reporting Person 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: The Reporting Person also indirectly beneficially owns 15,548 shares of Common Stock held by JMR4 Holdings LLC. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.