Sec Form 4 Filing - Williams Toby J. @ Paylocity Holding Corp - 2021-08-16

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
Williams Toby J.
2. Issuer Name and Ticker or Trading Symbol
Paylocity Holding Corp [ PCTY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
C/O 1400 AMERICAN LANE
3. Date of Earliest Transaction (MM/DD/YY)
08/16/2021
(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 08/16/2021 A 14,413 ( 1 ) A $ 0 113,352 D
Common Stock, par value $0.001 08/16/2021 A 13,144 ( 2 ) A $ 0 126,496 D
Common Stock, par value $0.001 08/16/2021 F 8,513 D $ 250.57 117,983 D
Common Stock, par value $0.001 08/16/2021 S 839 ( 3 ) D $ 246.34 ( 4 ) 117,144 D
Common Stock, par value $0.001 08/16/2021 S 923 ( 3 ) D $ 247.48 ( 5 ) 116,221 D
Common Stock, par value $0.001 08/16/2021 S 1,102 ( 3 ) D $ 248.66 ( 6 ) 115,119 D
Common Stock, par value $0.001 08/16/2021 S 1,136 ( 3 ) D $ 249.65 ( 7 ) 113,983 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
Market Stock Units $ 0 08/16/2021 A 5,633 ( 8 ) 09/01/2024( 9 ) ( 10 ) Common Stock, par value $0.001 5,633 $ 0 5,633 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Williams Toby J.
C/O 1400 AMERICAN LANE
SCHAUMBURG, IL60173
Chief Financial Officer
Signatures
/s/ Kris Kang, attorney-in-fact to Toby J. Williams 08/18/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 10 )Restricted stock units do not expire; they either vest or are canceled prior to or upon the vesting date.
( 2 )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.
( 3 )The transaction indicated was conducted under an approved 10b5-1 Plan adopted by the reporting person on February 22, 2021.
( 4 )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.
( 5 )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.
( 6 )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.
( 7 )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.
( 8 )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.
( 9 )Represents the vesting and release date for these awards.

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