Paylocity Holding Corp — Director's Dealing 2015

Dec 1, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Paylocity Holding Corp (PCTY)
CIK: 0001591698
Period of Report: 2015-11-27

Reporting Person: McGrail Peter J (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-27	Common Stock, par value $0.001	M	41164.00	$1.31	Acquired	120714.00	Direct
2015-11-27	Common Stock, par value $0.001	M	6715.00	$1.31	Acquired	127429.00	Direct
2015-11-27	Common Stock, par value $0.001	F	22695.00	$44.02	Disposed	104734.00	Direct
2015-11-30	Common Stock, par value $0.001	S	25184.00	$43.87	Disposed	79550.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-11-27	Non-Qualified Stock Option (right to buy)	$1.31	M	41164.00	Disposed	2020-06-21	Common Stock, par value $0.001 (41164.00)	Direct
2015-11-27	Non-Qualified Stock Option (right to buy)	$1.31	M	6715.00	Disposed	2020-06-21	Common Stock, par value $0.001 (6715.00)	Direct

Footnotes

F1: The exercise occurred after the close of trading on November 27, 2015.

F2: After the close of trading on November 27, 2015, Mr. McGrail exercised 47,879 Employee Stock Options and, under the net settlement provisions of the stock options, 22,695 shares of common stock were withheld in payment of the exercise price and related taxes.

F3: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $43.61 to $44.17 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 3.