Paylocity Holding (PCTY) Form 3 Paylocity Holding / Joshua Scutt ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Scutt Joshua

(Last) (First) (Middle)

C/O 1400 AMERICAN LANE

(Street)

SCHAUMBURG IL 60173

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/01/2022

3. Issuer Name and Ticker or Trading Symbol
Paylocity Holding Corp [ PCTY ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Senior Vice President Sales

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001	24,884	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Market Stock Units	09/01/2023(1)	(2)	Common Stock, par value $0.001	1,826(3)	0.0	D
Market Stock Units	09/01/2024(1)	(2)	Common Stock, par value $0.001	1,690(4)	0.0	D
Market Stock Units	09/01/2025(1)	(2)	Common Stock, par value $0.001	4,728(5)	0.0	D

Explanation of Responses:

1. Represents the vesting and release date for these awards.

2. Market stock units do not expire; they either vest or are canceled prior to or upon the vesting date.

3. Reflects a target number of market stock units (MSUs) subject to an 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, 2023 and will be settled pursuant to the terms of the Issuer's 2014 Equity Incentive Plan.

4. Reflects a target number of market stock units (MSUs) subject to an 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 and will be settled pursuant to the terms of the Issuer's 2014 Equity Incentive Plan.

5. Reflects a target number of market stock units (MSUs) subject to an 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 and will be settled pursuant to the terms of the Issuer's 2014 Equity Incentive Plan.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	/s/ Kris Kang, attorney-in-fact to Joshua Scutt	12/05/2022
	** 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 5 (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.
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