Toby J. Williams - Aug 15, 2023 Form 4 Insider Report for Paylocity Holding Corp (PCTY)

Role
President and Co-CEO, Director
Signature
/s/ Kris Kang, attorney-in-fact to Toby J. Williams
Stock symbol
PCTY
Transactions as of
Aug 15, 2023
Transactions value $
-$2,611,136
Form type
4
Date filed
8/17/2023, 04:31 PM
Previous filing
Aug 16, 2023
Next filing
Sep 11, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PCTY Common Stock, par value $0.001 Award $0 +29.5K +28.72% $0.00 132K Aug 15, 2023 Direct F1
transaction PCTY Common Stock, par value $0.001 Tax liability -$725K -3.61K -2.73% $200.62 129K Aug 15, 2023 Direct
transaction PCTY Common Stock, par value $0.001 Sale -$969K -4.93K -3.83% $196.77 124K Aug 15, 2023 Direct F2, F3
transaction PCTY Common Stock, par value $0.001 Sale -$521K -2.64K -2.13% $197.62 121K Aug 15, 2023 Direct F2, F4
transaction PCTY Common Stock, par value $0.001 Sale -$86.9K -437 -0.36% $198.89 121K Aug 15, 2023 Direct F2, F5
transaction PCTY Common Stock, par value $0.001 Tax liability -$309K -1.59K -1.32% $194.81 119K Aug 16, 2023 Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PCTY Market Stock Units Award $0 +29.5K $0.00 29.5K Aug 15, 2023 Common Stock, par value $0.001 29.5K $0.00 Direct F6, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
F1 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 over four years beginning on the date of grant at a rate of 6.25% vesting every three months. The grant will be settled pursuant to the terms of the Issuer's 2014 Equity Incentive Plan.
F2 The transaction indicated was conducted under an approved 10b5-1 Plan adopted by the reporting person on February 16, 2023.
F3 The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $196.17 to $197.17, 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 3, 4 and 5 of this Form 4.
F4 The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $197.22 to $198.05, inclusive.
F5 The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $198.44 to $199.30, inclusive.
F6 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, 2026. The grant will be settled pursuant to the terms of the Issuer's 2014 Equity Incentive Plan.
F7 Represents the vesting and release date for these awards.
F8 Restricted stock units do not expire; they either vest or are canceled prior to or upon the vesting date.