Paylocity Holding Corp — Director's Dealing 2024

Nov 29, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Paylocity Holding Corp (PCTY)
CIK: 0001591698
Period of Report: 2024-11-25

Reporting Person: Diehl Jeffrey T (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-11-25	Common Stock, par value $0.001	S	166	$205.71	Disposed	1193	Indirect
2024-11-25	Common Stock, par value $0.001	S	192	$206.88	Disposed	1001	Indirect
2024-11-25	Common Stock, par value $0.001	S	119	$207.65	Disposed	882	Indirect
2024-11-25	Common Stock, par value $0.001	S	186	$205.71	Disposed	1329	Indirect
2024-11-25	Common Stock, par value $0.001	S	214	$206.88	Disposed	1115	Indirect
2024-11-25	Common Stock, par value $0.001	S	133	$207.65	Disposed	982	Indirect
2024-11-25	Common Stock, par value $0.001	S	266	$205.71	Disposed	1911	Indirect
2024-11-25	Common Stock, par value $0.001	S	308	$206.88	Disposed	1603	Indirect
2024-11-25	Common Stock, par value $0.001	S	192	$207.65	Disposed	1411	Indirect
2024-11-25	Common Stock, par value $0.001	S	52	$205.71	Disposed	376	Indirect
2024-11-25	Common Stock, par value $0.001	S	60	$206.88	Disposed	316	Indirect
2024-11-25	Common Stock, par value $0.001	S	38	$207.65	Disposed	278	Indirect
2024-11-25	Common Stock, par value $0.001	S	32	$205.71	Disposed	228	Indirect
2024-11-25	Common Stock, par value $0.001	S	37	$206.88	Disposed	191	Indirect
2024-11-25	Common Stock, par value $0.001	S	23	$207.65	Disposed	168	Indirect
2024-11-25	Common Stock, par value $0.001	S	26	$205.71	Disposed	183	Indirect
2024-11-25	Common Stock, par value $0.001	S	30	$206.88	Disposed	153	Indirect
2024-11-25	Common Stock, par value $0.001	S	18	$207.65	Disposed	135	Indirect
2024-11-25	Common Stock, par value $0.001	S	25	$205.71	Disposed	183	Indirect
2024-11-25	Common Stock, par value $0.001	S	29	$206.88	Disposed	154	Indirect
2024-11-25	Common Stock, par value $0.001	S	18	$207.65	Disposed	136	Indirect
2024-11-25	Common Stock, par value $0.001	S	98	$205.71	Disposed	706	Indirect
2024-11-25	Common Stock, par value $0.001	S	114	$206.88	Disposed	592	Indirect
2024-11-25	Common Stock, par value $0.001	S	71	$207.65	Disposed	521	Indirect
2024-11-26	Common Stock, par value $0.001	S	2599	$207.50	Disposed	24561	Direct
2024-11-26	Common Stock, par value $0.001	S	2344	$208.52	Disposed	22217	Direct
2024-11-26	Common Stock, par value $0.001	S	2992	$209.77	Disposed	19225	Direct
2024-11-26	Common Stock, par value $0.001	S	9861	$210.69	Disposed	9364	Direct
2024-11-26	Common Stock, par value $0.001	S	8361	$211.54	Disposed	1003	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 $205.23 to $206.10, 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 footnote 1, 3 and 4 of this Form 4.

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, Brian Dudley, 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 $206.26 to $207.25, inclusive.

F4: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $207.30 to $207.85, 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, Brian Dudley, 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, Brian Dudley, 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, Brian Dudley, 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, Brian Dudley, 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, Brian Dudley, 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.

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, Brian Dudley, 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, Brian Dudley, 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: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $207.05 to $207.91, 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 footnote 12, 14, 15, 16 and 17 of this Form 4.

F13: The reported RSUs are owned directly by Reporting Person, Jeffrey T. Diehl, who is a partner of Adams Street Partners, LLC. Adams Street Partners, LLC is the managing member of the general partner of 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. and Adams Street Co-Investment Fund II, L.P. and the managing member of the general partner of the general partner of Adams Street 2011 Direct Fund LP and Adams Street 2012 Direct Fund LP (such funds collectively, the "Funds"). By agreement with the Funds, Mr. Diehl is deemed to hold the RSUs for the benefit of the Funds. Mr. Diehl disclaims beneficial ownership of the RSUs except to the extent of his pecuniary interest therein.

F14: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $208.10 to $209.08, inclusive.

F15: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $209.11 to $210.11, inclusive.

F16: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $210.12 to $211.12, inclusive.

F17: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $211.13 to $211.95, inclusive.