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: Beauchamp Steven R (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	70000.00	$0.00	Acquired	2656859.00	Direct
2015-08-17	Common Stock, par value $0.001	A	54600.00	$0.00	Acquired	2711459.00	Direct
2015-08-17	Common Stock, par value $0.001	S	40000.00	$34.07	Disposed	2671459.00	Direct
2015-08-18	Common Stock, par value $0.001	F	3787.00	$35.28	Disposed	2667672.00	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	53000.00	Acquired	2025-08-17	Common Stock (53000.00)	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 RSU 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: 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.

F3: The transaction indicated was conducted under an approved 10b5-1 Plan adopted by the reporting person on March 12, 2015

F4: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $33.10
to $34.94 inclusive. The reporting person undertakes to provide to Paylocity Holding Corporation, any security holder of Paylocity
Holding Corporation, or the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at
each separate price within the range set forth in this footnote 4.

F5: The option is exercisable with respect to 13,250 shares on August 17, 2016, with an additional 13,250 shares exercisable on August 17th of each subsequent year until all option shares are exercisable.