Paylocity Holding Corp — Director's Dealing 2015

Aug 19, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Paylocity Holding Corp (PCTY)
CIK: 0001591698
Period of Report: 2015-08-17

Reporting Person: Gaty Edward W (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-17	Common Stock, par value $0.001	A	22000.00	$0.00	Acquired	29835.00	Direct
2015-08-17	Common Stock, par value $0.001	A	18200.00	$0.00	Acquired	48035.00	Direct
2015-08-18	Common Stock, par value $0.001	F	545.00	$35.28	Disposed	47490.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-08-17	Employee Stock Option (right to buy)	$35.28	A	16000.00	Acquired	2025-08-17	Common Stock (16000.00)	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 annually in four equal installments beginning on August 17, 2016. The grant will be settled pursuant to the terms of the Issuer's 2014 Equity Incentive Plan.

F2: Includes 449 shares of Paylocity Holding Corporation's common stock acquired pursuant to Paylocity Holding Corporation's Employee
Stock Purchase Plan ("ESPP") on 5/15/2015. The ESPP shares have been acquired in a transaction exempt from Section 16(b).

F3: 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 vest 50% following fiscal year 2018 and 50% following fiscal year 2019, with the ultimate amount vested dependent upon the attainment of certain performance benchmarks. The grant will be settled pursuant to the terms of the Issuer's 2014 Equity Incentive Plan.

F4: The option is exercisable with respect to 4,000 shares on August 17, 2016, with an additional 4,000 shares exercisable on August 17th of each subsequent year until all option shares are exercisable.