Sec Form 4 Filing - Beauchamp Steven R @ Paylocity Holding Corp - 2020-08-14

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Beauchamp Steven R
2. Issuer Name and Ticker or Trading Symbol
Paylocity Holding Corp [ PCTY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O 1400 AMERICAN LANE
3. Date of Earliest Transaction (MM/DD/YY)
08/14/2020
(Street)
SCHAUMBURG, IL60173
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, par value $0.001 08/14/2020 A 36,816 ( 1 ) A $ 0 1,770,321 ( 2 ) D
Common Stock, par value $0.001 08/17/2020 F 31,676 D $ 131.64 1,738,645 D
Common Stock, par value $0.001 220,000 I by IRIE Family Trust
Common Stock, par value $0.001 20,000 I by IRIE Foundation
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
Market Stock Units $ 0 08/14/2020 A 24,544 ( 3 ) 09/01/2023( 4 ) ( 5 ) Common Stock, par value $0.001 24,544 $ 0 24,544 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Beauchamp Steven R
C/O 1400 AMERICAN LANE
SCHAUMBURG, IL60173
X Chief Executive Officer
Signatures
/s/ Kris Kang, attorney-in-fact to Steven R. Beauchamp 08/18/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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 14, 2021. The grant will be settled pursuant to the terms of the Issuer's 2014 Equity Incentive Plan.
( 2 )Amount of securities beneficially owned reflects the forfeiture of certain performance-based restricted stock units previously reported in Table I.
( 3 )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 9/1/2023. The grant will be settled pursuant to the terms of the Issuer's 2014 Equity Incentive Plan.
( 4 )Represents the vesting and release date for these awards.
( 5 )Restricted stock units do not expire; they either vest or are canceled prior to or upon the vesting 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.