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: Richison Chad R. (Director, President and CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-21	Common Stock	G	2295	$0.00	Disposed	4073925	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3670999	Indirect
Common Stock	229135	Indirect

Footnotes

F1: Includes 529,055 unvested shares of restricted stock.

F2: Represents shares of common stock owned by Ernest Group, Inc. ("Ernest Group"). The reporting person is the sole director of Ernest Group and Ernest Group is owned by the reporting person and certain trusts for the benefit of the reporting person's children, for which the reporting person serves as trustee. The reporting person may be deemed to beneficially own the shares of common stock owned by Ernest Group. 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.

F3: Represents shares of common stock owned by The Ruby Group, Inc. ("Ruby Group"). The reporting person is the sole director and sole shareholder of Ruby Group and may be deemed to beneficially own the shares of common stock owned by Ruby Group.