Paycom Software, Inc. — Director's Dealing 2017

Feb 14, 2017

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: Paycom Software, Inc. (PAYC)
CIK: 0001590955
Period of Report: 2016-12-31

Reporting Person: York Jeffrey D. (Chief Sales Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-30	Common Stock	G	11000	$0.00	Disposed	119638	Direct
2016-12-30	Common Stock	G	11000	$0.00	Acquired	11000	Indirect
2016-12-30	Common Stock	G	11000	$0.00	Disposed	0	Indirect
2016-12-30	Common Stock	G	11000	$0.00	Acquired	22000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	886231	Indirect

Footnotes

F1: In prior reports, the reporting person reported indirect beneficial ownership of these shares of Paycom Software, Inc. ("PAYC") common stock through JCY Holdings, LP ("JCY Holdings"). On December 30, 2016, the reporting person received such shares of PAYC common stock in the distributions described in footnote (2) and then transferred such shares of PAYC common stock to the York Charitable Remainder Unitrust (the "Trust") pursuant to a gift. See footnote (4) for additional information regarding the Trust.

F2: On December 30, 2016, JCY Holdings distributed 22,000 shares of PAYC common stock on a pro rata basis for no consideration to its general partner and limited partners. The general partner of JCY Holdings is JCY General LLC ("JCY General") and the limited partners of JCY Holdings are the reporting person and his spouse. Each of the reporting person and his spouse owns 50% of the membership interests of JCY General. Upon receipt of shares of PAYC common stock in such distribution, JCY General distributed such shares on a pro rata basis for no consideration to the reporting person and his spouse. Each of the transactions described in this footnote constituted a change in the form of beneficial ownership without a change in pecuniary interest.

F3: Represents unvested shares of restricted stock.

F4: The Trust is a charitable remainder trust of which the reporting person and his spouse are co-trustees and of which the reporting person and his spouse are beneficiaries. The reporting person continues to report beneficial ownership of all of the PAYC common stock held by the Trust but disclaims beneficial ownership except to the extent of his and his spouse's pecuniary interest therein.

F5: In prior reports, the reporting person reported indirect beneficial ownership of these shares of PAYC common stock through JCY Holdings. On December 30, 2016, the reporting person's spouse received such shares of PAYC common stock in the distributions described in footnote (2) and then transferred such shares to the Trust pursuant to a gift. See footnote (4) for additional information regarding the Trust.