Paylocity Holding Corp — Director's Dealing 2021

Aug 18, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Paylocity Holding Corp (PCTY)
CIK: 0001591698
Period of Report: 2021-08-16

Reporting Person: Beauchamp Steven R (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-16	Common Stock, par value $0.001	A	48918.00	$0.00	Acquired	1787563.00	Direct
2021-08-16	Common Stock, par value $0.001	A	28390.00	$0.00	Acquired	1815953.00	Direct
2021-08-16	Common Stock, par value $0.001	F	25939.00	$250.57	Disposed	1790014.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-08-16	Market Stock Units	$0.00	A	18927.00	Acquired		Common Stock, par value $0.001 (18927.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.001	220000.00	Indirect

Footnotes

F1: Represents performance-based restricted stock units (PRSUs) awarded pursuant to the Issuer's 2014 Equity Incentive Plan for which performance criteria have been satisfied that will entitle the Reporting Person to receive one share of the Issuer's common stock per PRSU upon vesting. The PRSUs vest on August 15, 2022, subject to continued service through the vesting date. 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 will vest annually in four equal installments beginning on August 16, 2022. The grant will be settled pursuant to the terms of the Issuer's 2014 Equity Incentive Plan.

F3: Reflects the grant of a target number of market stock units (MSUs) subject to the award as presented in the table which will entitle Reporting Person to receive one (1) share of Common Stock per MSU. The number of MSUs that vest may be 0%-200% of this number ("awarded units"), depending upon performance. Following the achievement by the Issuer of certain total shareholder return objectives, the awarded units will vest on September 1, 2024. The grant will be settled pursuant to the terms of the Issuer's 2014 Equity Incentive Plan.

F4: Represents the vesting and release date for these awards.

F5: Restricted stock units do not expire; they either vest or are canceled prior to or upon the vesting date.