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)
CEO, President and Chairman

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2024

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	05/31/2024(1)		S(2)		392	D	$144.69(3)	3,653,057	I	By Ernest Group, Inc.(4)
Common Stock	05/31/2024		S(2)		648	D	$145.56(5)	3,652,409	I	By Ernest Group, Inc.(4)
Common Stock	05/31/2024		S(2)		273	D	$146.32(6)	3,652,136	I	By Ernest Group, Inc.(4)
Common Stock	05/31/2024		S(2)		67	D	$147.44(7)	3,652,069	I	By Ernest Group, Inc.(4)
Common Stock	05/31/2024		S(2)		52	D	$148.85(8)	3,652,017	I	By Ernest Group, Inc.(4)
Common Stock	05/31/2024		S(2)		104	D	$149.89(9)	3,651,913	I	By Ernest Group, Inc.(4)
Common Stock	05/31/2024		S(2)		242	D	$150.91(10)	3,651,671	I	By Ernest Group, Inc.(4)
Common Stock	05/31/2024		S(2)		97	D	$151.61(11)	3,651,574	I	By Ernest Group, Inc.(4)
Common Stock	05/31/2024		S(2)		16	D	$152.99(12)	3,651,558	I	By Ernest Group, Inc.(4)
Common Stock	05/31/2024		S(2)		14	D	$153.96(13)	3,651,544	I	By Ernest Group, Inc.(4)
Common Stock	05/31/2024		S(2)		45	D	$156.97	3,651,499	I	By Ernest Group, Inc.(4)

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. Under Section 16(b) of the Securities Exchange Act of 1934, as amended, the sale transactions reported herein are matchable with the reporting person's purchase of one share of common stock on December 14, 2023 at a price of $201.86. Because the purchase price exceeded the sale prices for all transactions reported herein, no profit was realized by the reporting person. The reporting person has agreed to voluntarily disgorge to Paycom Software, Inc. (the "Issuer") any profits realized from matchable transactions occurring within less than six months of the previously reported purchase transaction.

2. The sales reported on this Form 4 were effected pursuant to a joint Rule 10b5-1 trading plan adopted by the reporting person and Ernest Group, Inc. ("Ernest Group") on February 16, 2024.

3. The price reported is a weighted average price. These shares of common stock were sold in multiple transactions at prices ranging from $144.05 to $145.04, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold in the transactions at each separate price within the range set forth in this footnote.

4. Represents shares of common stock owned by 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.

5. The price reported is a weighted average price. These shares of common stock were sold in multiple transactions at prices ranging from $145.05 to $146.04, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold in the transactions at each separate price within the range set forth in this footnote.

6. The price reported is a weighted average price. These shares of common stock were sold in multiple transactions at prices ranging from $146.05 to $146.73, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold in the transactions at each separate price within the range set forth in this footnote.

7. The price reported is a weighted average price. These shares of common stock were sold in multiple transactions at prices ranging from $146.91 to $147.89, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold in the transactions at each separate price within the range set forth in this footnote.

8. The price reported is a weighted average price. These shares of common stock were sold in multiple transactions at prices ranging from $148.49 to $149.24, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold in the transactions at each separate price within the range set forth in this footnote.

9. The price reported is a weighted average price. These shares of common stock were sold in multiple transactions at prices ranging from $149.41 to $150.15, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold in the transactions at each separate price within the range set forth in this footnote.

10. The price reported is a weighted average price. These shares of common stock were sold in multiple transactions at prices ranging from $150.36 to $151.34 inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold in the transactions at each separate price within the range set forth in this footnote.

11. The price reported is a weighted average price. These shares of common stock were sold in multiple transactions at prices ranging from $151.35 to $151.78 inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold in the transactions at each separate price within the range set forth in this footnote.

12. The price reported is a weighted average price. These shares of common stock were sold in multiple transactions at prices ranging from $152.92 to $153.23 inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold in the transactions at each separate price within the range set forth in this footnote.

13. The price reported is a weighted average price. These shares of common stock were sold in multiple transactions at prices ranging from $153.95 to $153.97 inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold in the transactions at each separate price within the range set forth in this footnote.

Remarks:

This Form 4 is the second of two Form 4s being filed by the reporting person. Because the SEC's EDGAR filing system limits a single Form 4 to a maximum of 30 separate lines, the report has been split into two filings to cover all transactions that occurred on May 31, 2024 and all other holdings as of such date.

	/s/ Matthew Paque, attorney-in-fact	06/03/2024
	** 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).
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