Sec Form 4 Filing - FLASCHEN DAVID J S @ PAYCHEX INC - 2022-11-23

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person FLASCHEN DAVID J S 2. Issuer Name and Ticker or Trading Symbol PAYCHEX INC [ PAYX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 911 PANORAMA TRAIL S. 3. Date of Earliest Transaction (MM/DD/YY) 11/23/2022 (Street) ROCHESTER, NY14625 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 - Family Trust 11/23/2022 P 39.282 A $ 116.24 6,148.282 I Katherine S. Flaschen Irrevocable Trust Common Stock - Family Trust 02/23/2023 P 43.743 A $ 111.038 6,192.025 I Katherine S. Flaschen Irrevocable Trust Common Stock - Family Trust 05/25/2023 P 51.23 A $ 107.571 6,243.255 I Katherine S. Flaschen Irrevocable Trust Common Stock - Family Trust 08/24/2023 P 45.431 A $ 122.306 6,288.686 I Katherine S. Flaschen Irrevocable Trust Common Stock - Family Trust 11/28/2023 P 46.98 ( 1 ) A $ 119.1343 6,335.666 I Katherine S. Flaschen Irrevocable Trust Common Stock - Family Trust 11/23/2022 P 39.282 A $ 116.24 6,148.282 I The DJ Flaschen Irrevocable Trust Common Stock - Family Trust 02/23/2023 P 43.743 A $ 111.038 6,192.025 I The DJ Flaschen Irrevocable Trust Common Stock - Family Trust 05/25/2023 P 51.23 A $ 107.571 6,243.255 I The DJ Flaschen Irrevocable Trust Common Stock - Family Trust 08/24/2024 P 45.431 A $ 122.306 6,288.686 I The DJ Flaschen Irrevocable Trust Common Stock - Family Trust 11/28/2023 P 46.98 ( 1 ) A $ 119.1343 6,335.666 I The DJ Flaschen Irrevocable Trust Common Stock - Family Trust 11/28/2023 P 246.536 ( 1 ) A $ 119.1343 33,247.536 D Common Stock 5,383 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Option $ 47.43 07/09/2016 07/08/2025 Common Stock 9,489 9,489 D Stock Option $ 60.59 07/07/2017 07/06/2026 Common Stock 10,220 10,220 D Stock Option $ 57.2 07/13/2018 07/12/2027 Common Stock 9,615 9,615 D Stock Option $ 70.37 07/12/2019 07/11/2028 Common Stock 8,641 8,641 D Stock Option $ 73.53 07/15/2021 07/14/2030 Common Stock 5,793 5,793 D Stock Option $ 120.86 07/15/2024 07/14/2033 Common Stock 3,382 3,382 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FLASCHEN DAVID J S 911 PANORAMA TRAIL S. ROCHESTER, NY14625 X Signatures Stephanie L. Schaeffer, Attorney-in-fact 03/08/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person's DRIP acquisitions of the issuer's common stock reported herein were inadvertently broker-initiated and any profit has been fully disgorged. These acquisitions are matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 340.496 shares, with the reporting person's purchase of: (i) 246.536 shares of the issuer's common stock at a price of $119.1343 per share on November 28, 2023 through the Flaschen Family Trust; (ii) 46.98 shares of the issuer's common stock at a price of $119.1343 per share on November 28, 2023 through the Katherine S. Flaschen Irrevocable Trust; and (iii) 46.98 shares of the issuer's common stock at a price of $119.1343 per share on November 28, 2023 through the DJ Flaschen Irrevocable Trust. The reporting person has paid the issuer $233.48, representing the full amount of the profit realized in connection with the short-swing transaction.

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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