Sec Form 4 Filing - FLASCHEN DAVID J S @ PAYCHEX INC - 2013-04-03

Insider filing report for Changes in Beneficial Ownership
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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)
04/03/2013
(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 04/03/2013 M 10,000 ( 1 ) A $ 29.55 28,990 D
Common Stock 04/03/2013 S 10,000 D $ 35.71 18,990 D
Common Stock - Family Trust 12,250 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 $ 29.55 04/03/2013 M 10,000 07/10/2005 07/10/2013 Common Stock 10,000 $ 0 0 D
Stock Option $ 31.79 07/08/2006 07/08/2014 Common Stock 10,000 10,000 D
Stock Option $ 33.68 07/07/2006 07/07/2015 Common Stock 10,000 10,000 D
Stock Option $ 36.87 07/13/2007 07/13/2016 Common Stock 6,000 6,000 D
Stock Option $ 43.91 07/17/2008 07/17/2017 Common Stock 6,000 6,000 D
Stock Option $ 31.95 07/10/2009 07/09/2018 Common Stock 6,250 6,250 D
Stock Option $ 24.21 07/09/2010 07/08/2019 Common Stock 6,250 6,250 D
Stock Option $ 26.02 07/07/2011 07/06/2020 Common Stock 7,686 7,686 D
Stock Option $ 31.63 07/07/2012 07/06/2021 Common Stock 11,468 11,468 D
Stock Option $ 31.5 07/12/2013 07/11/2022 Common Stock 15,052 15,052 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 04/04/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Exercise of stock options approaching 10-year expiration date.

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