SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Kerber William X. III
(Last) (First) (Middle)
7501 W. MEMORIAL ROAD
(Street)
OKLAHOMA CITY OK 73142
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Paycom Software, Inc. [ PAYC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Information Officer
3. Date of Earliest Transaction (Month/Day/Year)
05/19/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 05/19/2016 S 17,500 D $40.041(1) 0 I By Abigale O. Kerber 2013 Irrevocable Trust u/a dated 07/24/2013(2)(3)
Common Stock 05/19/2016 S 17,500 D $40.041(1) 0 I By William X. Kerber IV 2013 Irrevocable Trust u/a dated 07/24/2013(3)(4)
Common Stock 05/19/2016 S 30,000 D $40.041(1) 0 I By Kerber Family 2015 Irrevocable Trust u/a dated 06/16/2015(3)(5)
Common Stock 483,298(6) D
Common Stock 449,877 I By WK-EGI, Inc.(3)(7)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Explanation of Responses:
1. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.83 to $40.265, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of 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 this footnote.
2. Abigale O. Kerber 2013 Irrevocable Trust u/a dated 07/24/2013 (the "Abigale O. Kerber Trust") is an irrevocable trust for the benefit of the reporting person's daughter, who shares the reporting person's household. Accordingly, the reporting person may be deemed to beneficially own the shares of common stock owned by the Abigale O. Kerber Trust.
3. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. Neither the filing of this report nor anything herein shall be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, the beneficial owner of such securities.
4. William X. Kerber IV 2013 Irrevocable Trust u/a dated 07/24/2013 (the "William X. Kerber IV Trust") is an irrevocable trust for the benefit of the reporting person's son, who shares the reporting person's household. Accordingly, the reporting person may be deemed to beneficially own the shares of common stock owned by the William X. Kerber IV Trust.
5. Kerber Family 2015 Irrevocable Trust u/a dated 06/16/2015 (the "Kerber Family Trust") is an irrevocable trust for the benefit of the reporting person's five siblings. Although the reporting person is not the named trustee of the Kerber Family Trust, he may be deemed to have investment control over the shares of common stock through his role as the sole investment advisor for the Kerber Family Trust. Accordingly, the reporting person may be deemed to beneficially own the shares of common stock owned by the Kerber Family Trust.
6. Includes 150,591 shares of restricted stock.
7. Represents shares of common stock owned by WK-EGI, Inc. ("WK-EGI"). The reporting person is the sole director of WK-EGI, and WK-EGI is owned by the reporting person and certain trusts for which the reporting person serves as trustee. The reporting person may be deemed to beneficially own the shares of common stock owned by WK-EGI.
Remarks:
/s/ William X. Kerber III 05/20/2016
** Signature of Reporting Person 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.