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).
X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Richison Chad R.

(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)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CEO, President and Chairman
3. Date of Earliest Transaction (Month/Day/Year)
06/07/2024
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 06/07/2024(1) S(2) 250 D $143.72(3) 3,066,358 D
Common Stock 06/07/2024 S(2) 900 D $145.29(4) 3,065,458 D
Common Stock 06/07/2024 S(2) 600 D $146.04(5) 3,064,858 D
Common Stock 06/07/2024 S(2) 200 D $147.21(6) 3,064,658 D
Common Stock 06/07/2024 S(2) 250 D $143.72(3) 3,643,449 I By Ernest Group, Inc.(7)
Common Stock 06/07/2024 S(2) 900 D $145.29(4) 3,642,549 I By Ernest Group, Inc.(7)
Common Stock 06/07/2024 S(2) 600 D $146.04(5) 3,641,949 I By Ernest Group, Inc.(7)
Common Stock 06/07/2024 S(2) 200 D $147.21(6) 3,641,749 I By Ernest Group, Inc.(7)
Common Stock 1,012 I By Faye Penelope Richison 2023 Irrevocable Trust(8)
Common Stock 1,012 I By Rome West Pedersen 2023 Irrevocable Trust(9)
Common Stock 1,012 I By Lane West Richison 2022 Irrevocable Trust(10)
Common Stock 1,012 I By Kase Gabriel Richison 2022 Irrevocable Trust(11)
Common Stock 1,012 I By Sage Elizabeth Richison 2022 Irrevocable Trust(12)
Common Stock 1,012 I By Charles Banks Pedersen 2022 Irrevocable Trust(13)
Common Stock 253 I By Ava L. Richison 2012 Irrevocable Trust(14)
Common Stock 253 I By Ian D. Richison 2012 Irrevocable Trust(15)
Common Stock 56 I By Abrie R. Richison 2012 Irrevocable Trust(16)
Common Stock 12,500 I By Charis Michelle Richison Trust(17)
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. Under Section 16(b) of the Securities Exchange Act of 1934, as amended, the sale transactions reported herein are matchable with the reporting person's purchase of one share of common stock on December 14, 2023 at a price of $201.86. Because the purchase price exceeded the sale prices for all transactions reported herein, no profit was realized by the reporting person. The reporting person has agreed to voluntarily disgorge to Paycom Software, Inc. (the "Issuer") any profits realized from matchable transactions occurring within less than six months of the previously reported purchase transaction.
2. The sales reported on this Form 4 were effected pursuant to a joint Rule 10b5-1 trading plan adopted by the reporting person and Ernest Group, Inc. ("Ernest Group") on February 16, 2024.
3. The price reported is a weighted average price. These shares of common stock were sold in multiple transactions at prices ranging from $143.17 to $144.01, 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 (the "SEC"), upon request, full information regarding the number of shares sold in the transactions at each separate price within the range set forth in this footnote.
4. The price reported is a weighted average price. These shares of common stock were sold in multiple transactions at prices ranging from $144.70 to $145.65, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold in the transactions at each separate price within the range set forth in this footnote.
5. The price reported is a weighted average price. These shares of common stock were sold in multiple transactions at prices ranging from $145.71 to $146.60, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold in the transactions at each separate price within the range set forth in this footnote.
6. The price reported is a weighted average price. These shares of common stock were sold in multiple transactions at prices ranging from $146.96 to $147.39, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold in the transactions at each separate price within the range set forth in this footnote.
7. Represents shares of common stock owned by 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.
8. Represents shares of common stock owned by the Faye Penelope Richison 2023 Irrevocable Trust (the "FPR Trust"). The reporting person is the settlor and sole trustee for the FPR 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 FPR Trust.
9. Represents shares of common stock owned by the Rome West Pedersen 2023 Irrevocable Trust (the "RWP Trust"). The reporting person is the settlor and sole trustee for the RWP 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 RWP Trust.
10. 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.
11. 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.
12. 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.
13. Represents shares of common stock owned by the Charles Banks Pedersen 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.
14. Represents shares of common stock owned by the Ava L. Richison 2012 Irrevocable Trust (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.
15. Represents shares of common stock owned by the Ian D. Richison 2012 Irrevocable Trust (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.
16. Represents shares of common stock owned by the Abrie R. Richison 2012 Irrevocable Trust (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.
17. Represents shares of common stock owned by the Charis Michelle Richison 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.
/s/ Matthew Paque, attorney-in-fact 06/10/2024
** 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.