Paycom Software (PAYC) Form 4 Paycom Software / Chad R. Richison ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Richison Chad R.

(Last) (First) (Middle)

7501 W. MEMORIAL ROAD

(Street)

OKLAHOMA CITY OK 73142

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Paycom Software, Inc. [ PAYC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
11/23/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/23/2020		A		1,610,000(1)	A	$0.00	4,932,505(2)	D
Common Stock								3,670,999	I	By Ernest Group, Inc.(3)
Common Stock								56	I	By Abrie R. Richison 2012 Irrevocable Trust U/T/A DTD 12/21/2012(4)
Common Stock								56	I	By Ava L. Richison 2012 Irrevocable Trust U/T/A DTD 12/21/2012(5)
Common Stock								56	I	By Ian D. Richison 2012 Irrevocable Trust U/T/A DTD 12/21/2012(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares of restricted stock granted to the reporting person under the Paycom Software, Inc. 2014 Long-Term Incentive Plan.

2. Includes 1,834,000 unvested shares of restricted stock.

3. Represents shares of common stock owned by Ernest Group, Inc. ("Ernest Group"). The reporting person is the sole director of Ernest Group and Ernest Group is wholly owned by the reporting person and certain trusts for the reporting person's children, for which the reporting person serves as trustee. The reporting person may be deemed to beneficially own the shares of common stock owned by Ernest Group.

4. Represents shares of common stock owned by the Abrie R. Richison 2012 Irrevocable Trust U/T/A DTD 12/21/2012 (the "Abrie R. Richison 2012 Irrevocable Trust"). The reporting person is the settlor and sole trustee for the Abrie R. Richison 2012 Irrevocable Trust, which is for the benefit of the reporting person's child. The reporting person may be deemed to beneficially own the shares of common stock owned by the Abrie R. Richison 2012 Irrevocable Trust.

5. Represents shares of common stock owned by the Ava L. Richison 2012 Irrevocable Trust U/T/A DTD 12/21/2012 (the "Ava L. Richison 2012 Irrevocable Trust"). The reporting person is the settlor and sole trustee for the Ava L. Richison 2012 Irrevocable Trust, which is for the benefit of the reporting person's child. The reporting person may be deemed to beneficially own the shares of common stock owned by the Ava L. Richison 2012 Irrevocable Trust.

6. Represents shares of common stock owned by the Ian D. Richison 2012 Irrevocable Trust U/T/A DTD 12/21/2012 (the "Ian D. Richison 2012 Irrevocable Trust"). The reporting person is the settlor and sole trustee for the Ian D. Richison 2012 Irrevocable Trust, which is for the benefit of the reporting person's child. The reporting person may be deemed to beneficially own the shares of common stock owned by the Ian D. Richison 2012 Irrevocable Trust.

Remarks:

President and Chief Executive Officer

	/s/ Chad Richison	11/23/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.