Form Type: 4

SEC EDGAR Link
Accession Number:0001562180-21-005404
Date:2021-08-16
Issuer: PAYLOCITY HOLDING CORP (PCTY)
Original Submission Date:

Reporting Person:

WILLIAMS TOBY J.
C/O 1400 AMERICAN LANE
SCHAUMBURG, IL 60173

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK, PAR VALUE $0.001 2021-08-16 A 14,413 a $0.00 113,352 direct
COMMON STOCK, PAR VALUE $0.001 2021-08-16 A 13,144 a $0.00 126,496 direct
COMMON STOCK, PAR VALUE $0.001 2021-08-16 F 8,513 d $250.57 117,983 direct
COMMON STOCK, PAR VALUE $0.001 2021-08-16 S 839 d $246.34 117,144 direct
COMMON STOCK, PAR VALUE $0.001 2021-08-16 S 923 d $247.48 116,221 direct
COMMON STOCK, PAR VALUE $0.001 2021-08-16 S 1,102 d $248.66 115,119 direct
COMMON STOCK, PAR VALUE $0.001 2021-08-16 S 1,136 d $249.65 113,983 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
MARKET STOCK UNITS 0.0 2021-08-16 deemed execution date A 5,633 (a) 2024-09-01 common stock, par value $0.001 5,633 $0.00 5,633 direct
Footnotes
IDfootnote
f1 represents performance-based restricted stock units (prsus) awarded pursuant to the issuer's 2014 equity incentive plan for which performance criteria have been satisfied that will entitle the reporting person to receive one share of the issuer's common stock per prsu upon vesting. the prsus vest on august 15, 2022, subject to continued service through the vesting date. the grant will be settled pursuant to the terms of the issuer's 2014 equity incentive plan.
f10 restricted stock units do not expire; they either vest or are canceled prior to or upon the vesting date.
f2 reflects the grant of restricted stock units (rsus) that will entitle reporting person to receive one (1) share of common stock per rsu. the rsus will vest annually in four equal installments beginning on august 16, 2022. the grant will be settled pursuant to the terms of the issuer's 2014 equity incentive plan.
f3 the transaction indicated was conducted under an approved 10b5-1 plan adopted by the reporting person on february 22, 2021.
f4 the price reported in column 4 is a weighted average price. the shares were sold in multiple transactions at prices ranging from $245.97 to $246.90, 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 footnotes 4, 5, 6 and 7 of this form 4.
f5 the price reported in column 4 is a weighted average price. the shares were sold in multiple transactions at prices ranging from $247.14 to $248.08, inclusive.
f6 the price reported in column 4 is a weighted average price. the shares were sold in multiple transactions at prices ranging from $248.20 to $249.20, inclusive.
f7 the price reported in column 4 is a weighted average price. the shares were sold in multiple transactions at prices ranging from $249.24 to $250.23, inclusive.
f8 reflects the grant of a target number of market stock units (msus) subject to the 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. the grant will be settled pursuant to the terms of the issuer's 2014 equity incentive plan.
f9 represents the vesting and release date for these awards.
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