Paylocity Holding Corp — Director's Dealing 2014

Mar 20, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Paylocity Holding Corp (PCTY)
CIK: 0001591698
Period of Report: 2014-03-18

Reporting Person: McGrail Peter J (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-18	Common Stock	A	58778	—	Acquired	58778	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-18	Employee Stock Option (right to buy)	$17.00	A	83333	Acquired	2024-03-18	Common Stock (83333)	Direct

Footnotes

F1: Reflects the grant of restricted stock units (RSUs) that will entitle Reporting Person to receive one (1) share of Common Stock per RSU. The RSUs will vest upon the earlier of (i) the expiration of any lock-up period to which Reporting Person is bound in connection with the Issuer's initial public offering and (ii) March 15, 2015.

F2: The option is exercisable with respect to 27,777 shares on March 24, 2015, with an additional 27,778 shares exercisable on March 24th of each subsequent year until all option shares are exercisable.