Paylocity Holding Corp — Director's Dealing 2018

Aug 17, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Paylocity Holding Corp (PCTY)
CIK: 0001591698
Period of Report: 2018-08-15

Reporting Person: Sarowitz Steven I (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-15	Common Stock, par value $0.001	A	2600.00	$0.00	Acquired	14820606.00	Direct
2018-08-15	Common Stock, par value $0.001	S	3740.00	$65.68	Disposed	14816866.00	Direct
2018-08-15	Common Stock, par value $0.001	S	1136.00	$66.73	Disposed	14815730.00	Direct
2018-08-15	Common Stock, par value $0.001	S	2379.00	$65.50	Disposed	218621.00	Indirect
2018-08-15	Common Stock, par value $0.001	S	1121.00	$66.74	Disposed	217500.00	Indirect

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 25% quarterly, such that the RSUs will vest completely on the first anniversary of the date of grant. The grant will be settled pursuant to the terms of the Issuer's 2014 Equity Incentive Plan.

F2: The transaction indicated was conducted under an approved 10b5-1 Plan adopted by the reporting person on December 6, 2017.

F3: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $65.18 to $66.14, 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 footnotes 3 and 4 of this Form 4.

F4: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $66.19 to $67.08, inclusive.

F5: The transaction indicated was conducted under an approved 10b5-1 Plan adopted by the Julian Grace Foundation on May 14, 2018.

F6: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $65.18 to $66.14, 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 footnotes 6 and 7 of this Form 4.

F7: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $66.19 to $67.16, inclusive.