Paycom Software, Inc. — Director's Dealing 2017

Mar 16, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Paycom Software, Inc. (PAYC)
CIK: 0001590955
Period of Report: 2017-03-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-14	Common Stock	S	20100	$55.7361	Disposed	379777	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	457907	Direct

Footnotes

F1: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 15, 2017.

F2: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.33 to $56.14, inclusive. The reporting person undertakes to provide to Paycom Software, Inc. (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.

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 which he serves as trustee. 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.

F4: Includes 118,460 unvested shares of restricted stock.