Paylocity Holding Corp — Director's Dealing 2020

May 26, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Paylocity Holding Corp (PCTY)
CIK: 0001591698
Period of Report: 2020-05-21

Reporting Person: Diehl Jeffrey T (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-21	Common Stock, par value $0.001	S	754.00	$119.79	Disposed	277145.00	Indirect
2020-05-21	Common Stock, par value $0.001	S	1037.00	$120.85	Disposed	276108.00	Indirect
2020-05-21	Common Stock, par value $0.001	S	8355.00	$121.97	Disposed	267753.00	Indirect
2020-05-21	Common Stock, par value $0.001	S	852.00	$119.79	Disposed	312971.00	Indirect
2020-05-21	Common Stock, par value $0.001	S	1171.00	$120.85	Disposed	311800.00	Indirect
2020-05-21	Common Stock, par value $0.001	S	9435.00	$121.97	Disposed	302365.00	Indirect
2020-05-21	Common Stock, par value $0.001	S	1218.00	$119.79	Disposed	447577.00	Indirect
2020-05-21	Common Stock, par value $0.001	S	1674.00	$120.85	Disposed	445903.00	Indirect
2020-05-21	Common Stock, par value $0.001	S	13494.00	$121.97	Disposed	432409.00	Indirect
2020-05-21	Common Stock, par value $0.001	S	253.00	$119.79	Disposed	92776.00	Indirect
2020-05-21	Common Stock, par value $0.001	S	347.00	$120.85	Disposed	92429.00	Indirect
2020-05-21	Common Stock, par value $0.001	S	2797.00	$121.97	Disposed	89632.00	Indirect
2020-05-21	Common Stock, par value $0.001	S	143.00	$119.79	Disposed	52703.00	Indirect
2020-05-21	Common Stock, par value $0.001	S	197.00	$120.85	Disposed	52506.00	Indirect
2020-05-21	Common Stock, par value $0.001	S	1589.00	$121.97	Disposed	50917.00	Indirect
2020-05-21	Common Stock, par value $0.001	S	115.00	$119.79	Disposed	42342.00	Indirect
2020-05-21	Common Stock, par value $0.001	S	158.00	$120.85	Disposed	42184.00	Indirect
2020-05-21	Common Stock, par value $0.001	S	1277.00	$121.97	Disposed	40907.00	Indirect
2020-05-21	Common Stock, par value $0.001	S	116.00	$119.79	Disposed	42490.00	Indirect
2020-05-21	Common Stock, par value $0.001	S	159.00	$120.85	Disposed	42331.00	Indirect
2020-05-21	Common Stock, par value $0.001	S	1280.00	$121.97	Disposed	41051.00	Indirect
2020-05-21	Common Stock, par value $0.001	S	446.00	$119.79	Disposed	163921.00	Indirect
2020-05-21	Common Stock, par value $0.001	S	613.00	$120.85	Disposed	163308.00	Indirect
2020-05-21	Common Stock, par value $0.001	S	4942.00	$121.97	Disposed	158366.00	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.001	21804.00	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $119.23 to $120.19 , 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 1, 3 and 4 of this Form 4.

F10: Shares held directly by Adams Street 2012 Direct Fund LP ("AS 2012") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2012's general partner. The securities owned by AS 2012 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2012. Such persons and entities disclaim beneficial ownership of shares held by AS 2012, except to the extent of any pecuniary interest therein.

F11: Shares held directly by Adams Street Co-Investment Fund II, L.P. ("AS CIF") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS CIF. The securities owned by AS CIF may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS CIF. Such persons and entities disclaim beneficial ownership of shares held by AS CIF, except to the extent of any pecuniary interest therein.

F12: By agreement with Adams Street 2006 Direct Fund, L.P., Adams Street 2007 Direct Fund, L.P., Adams Street 2008 Direct Fund, L.P., Adams Street 2009 Direct Fund, L.P., Adams Street 2010 Direct Fund, L.P., Adams Street Co-Investment Fund II, L.P., Adams Street 2011 Direct Fund LP and Adams Street 2012 Direct Fund LP (collectively, the "Funds"), Mr. Diehl is deemed to hold these shares for the benefit of the Funds. Mr. Diehl disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.

F2: Shares held directly by Adams Street 2006 Direct Fund, L.P. ("AS 2006") and indirectly by Adams Street Partners, LLC as the managing member of the general partner of AS 2006. The securities owned by AS 2006 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2006. Such persons and entities disclaim beneficial ownership of shares held by AS 2006, except to the extent of any pecuniary interest therein.

F3: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $120.26 to $121.26, inclusive.

F4: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $121.27 to $122.27, inclusive.

F5: Shares held directly by Adams Street 2007 Direct Fund, L.P. ("AS 2007") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2007. The securities owned by AS 2007 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2007. Such persons and entities disclaim beneficial ownership of shares held by AS 2007, except to the extent of any pecuniary interest therein.

F6: Shares held directly by Adams Street 2008 Direct Fund, L.P. ("AS 2008") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2008. The securities owned by AS 2008 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2008. Such persons and entities disclaim beneficial ownership of shares held by AS 2008, except to the extent of any pecuniary interest therein.

F7: Shares held directly by Adams Street 2009 Direct Fund, L.P. ("AS 2009") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2009. The securities owned by AS 2009 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2009. Such persons and entities disclaim beneficial ownership of shares held by AS 2009, except to the extent of any pecuniary interest therein.

F8: Shares held directly by Adams Street 2010 Direct Fund, L.P. ("AS 2010") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2010. The securities owned by AS 2010 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2010. Such persons and entities disclaim beneficial ownership of shares held by AS 2010, except to the extent of any pecuniary interest therein.

F9: Shares held directly by Adams Street 2011 Direct Fund LP ("AS 2011") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2011's general partner. The securities owned by AS 2011 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2011. Such persons and entities disclaim beneficial ownership of shares held by AS 2011, except to the extent of any pecuniary interest therein.