Sec Form 5 Filing - Richison Chad R. @ Paycom Software, Inc. - 2022-12-31

Insider filing report for Changes in Beneficial Ownership
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FORM 5
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
Richison Chad R.
2. Issuer Name and Ticker or Trading Symbol
Paycom Software, Inc. [ PAYC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
7501 W. MEMORIAL ROAD
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2022
(Street)
OKLAHOMA CITY, OK73142
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 08/16/2022 G V 12,500 D $ 0 4,714,944( 1 ) D
Common Stock 08/16/2022 G V 12,500( 2 ) A $ 0 12,500 I By Charis Michelle Linfante Living Trust( 3 )
Common Stock 11/29/2022 G V 4,208 D $ 0 4,710,736( 1 ) D
Common Stock 11/29/2022 G V 48( 2 ) A $ 0 173 I By Ava L. Richison 2012 Irrevocable Trust U/T/A DTD 12/21/2012( 4 )
Common Stock 11/29/2022 G V 48( 2 ) A $ 0 173 I By Ian D. Richison 2012 Irrevocable Trust U/T/A DTD 12/21/2012( 5 )
Common Stock 11/29/2022 G V 932( 2 ) A $ 0 932 I By Lane West Richison 2022 Irrevocable Trust( 6 )
Common Stock 11/29/2022 G V 932( 2 ) A $ 0 932 I By Kase Gabriel Richison 2022 Irrevocable Trust( 7 )
Common Stock 11/29/2022 G V 932( 2 ) A $ 0 932 I By Sage Elizabeth Richison 2022 Irrevocable Trust( 8 )
Common Stock 11/29/2022 G V 932( 2 ) A $ 0 932 I By Charles Banks Pederson 2022 Irrevocable Trust( 9 )
Common Stock 3,670,999 I By Ernest Group, Inc.( 10 )
Common Stock 56 I By Abrie R. Richison 2012 Irrevocable Trust U/T/A DTD 12/21/2012( 11 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Richison Chad R.
7501 W. MEMORIAL ROAD
OKLAHOMA CITY, OK73142
X X President and CEO
Signatures
/s/ Chad Richison 02/01/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 1,610,000 unvested shares of restricted stock.
( 2 )Represents shares received pursuant to a gift from the reporting person.
( 3 )Represents shares of common stock owned by the Charis Michelle Linfante Living Trust (the "Spouse Trust"). The Spouse Trust is a revocable trust for the benefit of the reporting person's spouse. The reporting person may be deemed to beneficially own the shares of common stock owned by the Spouse Trust.
( 4 )Represents shares of common stock owned by the Ava L. Richison 2012 Irrevocable Trust U/T/A DTD 12/21/2012 (the "ALR Trust"). The reporting person is the settlor and sole trustee for the ALR Trust, which is for the benefit of the reporting person's child. The reporting person may be deemed to beneficially own the shares of common stock owned by the ALR Trust.
( 5 )Represents shares of common stock owned by the Ian D. Richison 2012 Irrevocable Trust U/T/A DTD 12/21/2012 (the "IDR Trust"). The reporting person is the settlor and sole trustee for the IDR Trust, which is for the benefit of the reporting person's child. The reporting person may be deemed to beneficially own the shares of common stock owned by the IDR Trust.
( 6 )Represents shares of common stock owned by the Lane West Richison 2022 Irrevocable Trust (the "LWR Trust"). The reporting person is the settlor and sole trustee for the LWR Trust, which is for the benefit of the reporting person's grandchild. The reporting person may be deemed to beneficially own the shares of common stock owned by the LWR Trust.
( 7 )Represents shares of common stock owned by the Kase Gabriel Richison 2022 Irrevocable Trust (the "KGR Trust"). The reporting person is the settlor and sole trustee for the KGR Trust, which is for the benefit of the reporting person's grandchild. The reporting person may be deemed to beneficially own the shares of common stock owned by the KGR Trust.
( 8 )Represents shares of common stock owned by the Sage Elizabeth Richison 2022 Irrevocable Trust (the "SER Trust"). The reporting person is the settlor and sole trustee for the SER Trust, which is for the benefit of the reporting person's grandchild. The reporting person may be deemed to beneficially own the shares of common stock owned by the SER Trust.
( 9 )Represents shares of common stock owned by the Charles Banks Pederson 2022 Irrevocable Trust (the "CBP Trust"). The reporting person is the settlor and sole trustee for the CBP Trust, which is for the benefit of the reporting person's grandchild. The reporting person may be deemed to beneficially own the shares of common stock owned by the CBP Trust.
( 10 )Represents shares of common stock owned by the Abrie R. Richison 2012 Irrevocable Trust U/T/A DTD 12/21/2012 (the "ARR Trust"). The reporting person is the settlor and sole trustee for the ARR Trust, which is for the benefit of the reporting person's child. The reporting person may be deemed to beneficially own the shares of common stock owned by the ARR Trust.
( 11 )Represents shares of common stock owned by Ernest Group, Inc. ("Ernest Group"). The reporting person is the sole director of Ernest Group and Ernest Group is wholly owned by the reporting person and certain trusts for the reporting person's children, for which the reporting person serves as trustee. The reporting person may be deemed to beneficially own the shares of common stock owned by Ernest Group.

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).

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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