Paycom Software, Inc. — Director's Dealing 2017

May 17, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Paycom Software, Inc. (PAYC)
CIK: 0001590955
Period of Report: 2017-05-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-13	Common Stock	F	8097	$65.01	Disposed	489810	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	379777	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 20,000 shares of restricted stock granted to the reporting person on July 8, 2015. No shares were issued or sold in this transaction.

F2: Includes 104,261 unvested shares of restricted stock.

F3: 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 the benefit of the reporting person's children, each of whom shares his household. The reporting person may be deemed to beneficially own the shares of common stock owned by WK-EGI. 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.