Paylocity Holding Corp — Director's Dealing 2022

Aug 17, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Paylocity Holding Corp (PCTY)
CIK: 0001591698
Period of Report: 2022-08-15

Reporting Person: Glenn Ryan (CFO and Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-08-15	Common Stock, par value $0.001	A	11937	—	Acquired	28847	Direct
2022-08-15	Common Stock, par value $0.001	F	2116	$264.94	Disposed	26731	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-08-15	Market Stock Units	$0.0	A	5083	Acquired		Common Stock, par value $0.001 (5083.0)	Direct

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 over four years beginning on the date of grant at a rate of 6.25% vesting every three months. The grant will be settled pursuant to the terms of the Issuer's 2014 Equity Incentive Plan.

F2: 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, 2025. The grant will be settled pursuant to the terms of the Issuer's 2014 Equity Incentive Plan.

F3: Represents the vesting and release date for these awards.

F4: Restricted stock units do not expire; they either vest or are canceled prior to or upon the vesting date.