Paycom Software, Inc. — Director's Dealing 2018

Apr 4, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Paycom Software, Inc. (PAYC)
CIK: 0001590955
Period of Report: 2018-04-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-04-02	Common Stock	S	5100	$102.7648	Disposed	708131	Indirect
2018-04-02	Common Stock	S	15277	$103.5357	Disposed	692854	Indirect
2018-04-02	Common Stock	S	19714	$104.4553	Disposed	673140	Indirect
2018-04-02	Common Stock	S	6208	$105.3359	Disposed	666932	Indirect
2018-04-02	Common Stock	S	3001	$106.3643	Disposed	663931	Indirect
2018-04-02	Common Stock	S	700	$107.2729	Disposed	663231	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	159458	Direct
Common Stock	22000	Indirect

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 November 11, 2017.

F2: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.39 to $102.99, 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 (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F3: The general partner of JCY Holdings, LP ("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.

F4: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $103.00 to $103.99, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F5: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $104.00 to $104.98, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F6: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $105.00 to $105.97, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F7: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $106.06 to $106.80, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F8: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.00 to $107.59, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F9: Includes 42,720 unvested shares of restricted stock.

F10: The York Charitable Remainder Unitrust (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 shares of the Issuer's common stock held by the Trust but disclaims beneficial ownership except to the extent of his and his spouse's pecuniary interest therein.