Paylocity Holding Corp — Director's Dealing 2015

Mar 13, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Paylocity Holding Corp (PCTY)
CIK: 0001591698
Period of Report: 2015-03-11

Reporting Person: Gaty Edward W (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-11	Common Stock, par value $0.001	M	40000.00	$7.04	Acquired	47386.00	Direct
2015-03-11	Common Stock, par value $0.001	F	19239.00	$28.98	Disposed	28147.00	Direct
2015-03-12	Common Stock, par value $0.001	S	20761.00	$29.0766	Disposed	7386.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-11	Non-Qualified Stock Option (right to buy)	$7.04	M	40000.00	Disposed	2023-07-08	Common Stock, par value $0.001 (40000.00)	Direct

Footnotes

F1: The exercise occurred after the close of trading on March 11, 2015.

F2: Includes 386 shares of Paylocity Holding Corporation's common stock acquired pursuant to Paylocity Holding Corporation's Employee Stock Purchase Plan ("ESPP") on 11/15/2014. The ESPP shares have been acquired in a transaction exempt from Section 16(b).

F3: After the close of trading on March 11, 2015, Mr. Gaty exercised 40,000 Employee Stock Options and, under the net settlement provisions of the stock options, 19,239 shares of common stock were withheld in payment of the exercise price and related taxes.

F4: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $28.81 to $29.39 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.