Smith Bradley Scott Form 4 Paycom Software / Bradley Scott Smith 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^*

Smith Bradley Scott

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Information Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2019

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	06/03/2019		S(1)		500	D	$195.768(2)	25,298	I	By Bradley Scott Smith Revocable Trust, dated October 30, 2017(3)
Common Stock	06/03/2019		S(1)		400	D	$197.085(4)	24,898	I	By Bradley Scott Smith Revocable Trust, dated October 30, 2017(3)
Common Stock	06/03/2019		S(1)		100	D	$197.9	24,798	I	By Bradley Scott Smith Revocable Trust, dated October 30, 2017(3)
Common Stock	06/03/2019		S(1)		300	D	$199.6067(5)	24,498	I	By Bradley Scott Smith Revocable Trust, dated October 30, 2017(3)
Common Stock	06/03/2019		S(1)		400	D	$201.9375(6)	24,098	I	By Bradley Scott Smith Revocable Trust, dated October 30, 2017(3)
Common Stock	06/03/2019		S(1)		500	D	$202.898(7)	23,598	I	By Bradley Scott Smith Revocable Trust, dated October 30, 2017(3)
Common Stock	06/03/2019		S(1)		100	D	$206.6	23,498	I	By Bradley Scott Smith Revocable Trust, dated October 30, 2017(3)
Common Stock	06/03/2019		S(1)		100	D	$208.65	23,398	I	By Bradley Scott Smith Revocable Trust, dated October 30, 2017(3)
Common Stock	06/03/2019		S(1)		200	D	$211.67(8)	23,198	I	By Bradley Scott Smith Revocable Trust, dated October 30, 2017(3)
Common Stock								24,802(9)	D

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. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 24, 2018.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $195.34 to $196.30, inclusive. The reporting person undertakes to provide to Paycom Software, Inc. (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 at each separate price within the range set forth in this footnote.

3. The Bradley Scott Smith Revocable Trust, dated October 30, 2017 (the "Bradley Scott Smith Revocable Trust") is a revocable trust for the benefit of the reporting person, his spouse, and his children. The reporting person is the trustor and, with his spouse, a co-trustee of the Bradley Scott Smith Revocable Trust. Accordingly, the reporting person reports beneficial ownership of all of the shares of the Issuer's common stock held by the Bradley Scott Smith Revocable Trust but disclaims beneficial ownership except to the extent of his and his spouse's pecuniary interest therein.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $196.76 to $197.51, 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 at each separate price within the range set forth in this footnote.

5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $199.13 to $200.03, 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 at each separate price within the range set forth in this footnote.

6. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.66 to $202.25, 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 at each separate price within the range set forth in this footnote.

7. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $202.78 to $203.29, 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 at each separate price within the range set forth in this footnote.

8. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $211.30 to $212.04, 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 at each separate price within the range set forth in this footnote.

9. Includes 21,589 unvested shares of restricted stock.

Remarks:

	/s/ Bradley Scott Smith	06/05/2019
	** 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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