PCTY

SEC source: 0001591698-22-000145 · wf-form4_166119929177546.xml · nonDerivative · entry 1

Sarowitz Steven I · CIK 0001597870 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,418,765

F1 · shares: The transaction indicated was conducted under an approved 10b5-1 Plan adopted by the reporting person on September 17, 2021.

F2 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $264.07 to $265.07, 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 2, 3, 4, 5, 6 and 7 of this Form 4.

SEC source: 0001591698-22-000140 · wf-form4_166093933290968.xml · nonDerivative · entry 1

Kinsey Mark S · CIK 0001641033 · Sr Vice President - Operations

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 38,737

F1 · shares: The transaction indicated was conducted under an approved 10b5-1 Plan adopted by the reporting person on September 8, 2021.

SEC source: 0001591698-22-000131 · wf-form4_166085319068375.xml · nonDerivative · entry 1

Beauchamp Steven R · CIK 0001314830 · Director · Co-Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,755,920

SEC source: 0001591698-22-000136 · wf-form4_166085329788919.xml · nonDerivative · entry 2

Rost Nicholas · CIK 0001880681 · VP & Chief Accounting Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,877

F1 · shares: The transaction indicated was conducted under an approved 10b5-1 Plan adopted by the reporting person on September 15, 2021.

SEC source: 0001591698-22-000136 · wf-form4_166085329788919.xml · nonDerivative · entry 1

Rost Nicholas · CIK 0001880681 · VP & Chief Accounting Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,062

SEC source: 0001591698-22-000135 · wf-form4_166085327836911.xml · nonDerivative · entry 2

Kinsey Mark S · CIK 0001641033 · Sr Vice President - Operations

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 38,843

F1 · shares: The transaction indicated was conducted under an approved 10b5-1 Plan adopted by the reporting person on September 8, 2021.

SEC source: 0001591698-22-000135 · wf-form4_166085327836911.xml · nonDerivative · entry 1

Kinsey Mark S · CIK 0001641033 · Sr Vice President - Operations

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 39,495

SEC source: 0001591698-22-000134 · wf-form4_166085326141020.xml · nonDerivative · entry 1

Haske Michael R · CIK 0001597868 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 760,027

SEC source: 0001591698-22-000133 · wf-form4_166085323226750.xml · nonDerivative · entry 1

Glenn Ryan · CIK 0001910963 · CFO and Treasurer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 26,366

SEC source: 0001591698-22-000132 · wf-form4_166085321149338.xml · nonDerivative · entry 1

Williams Toby J. · CIK 0001716436 · Director · President and Co-CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 115,171

SEC source: 0001591698-22-000158 · wf-form4a_166154474902848.xml · nonDerivative · entry 1

Williams Toby J. · CIK 0001716436 · Director · President and Co-CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 116,134

F1 · shares: This amendment is being filed to correct the amount of shares reported in the Form 4 filed on August 18, 2022 with respect to the tax withholding of shares upon the vesting of restricted stock units and to correct the total amount of securities beneficially owned following the reported transaction.

SEC source: 0001591698-22-000120 · wf-form4_166076680286118.xml · nonDerivative · entry 1

Pederson Robin Le · CIK 0001806680 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,466

F1 · shares: 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 25% quarterly, such that the RSUs will vest completely on the first anniversary of the date of grant. The grant will be settled pursuant to the terms of the Issuer's 2014 Equity Incentive Plan.

SEC source: 0001591698-22-000118 · wf-form4_166076673397869.xml · nonDerivative · entry 1

CARNAHAN ELLEN · CIK 0001037175 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,201

F1 · shares: 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 25% quarterly, such that the RSUs will vest completely on the first anniversary of the date of grant. The grant will be settled pursuant to the terms of the Issuer's 2014 Equity Incentive Plan.

SEC source: 0001591698-22-000124 · wf-form4_166076688819438.xml · nonDerivative · entry 1

WATERS RONALD V · CIK 0001163222 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,613

F1 · shares: 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 25% quarterly, such that the RSUs will vest completely on the first anniversary of the date of grant. The grant will be settled pursuant to the terms of the Issuer's 2014 Equity Incentive Plan.

SEC source: 0001591698-22-000122 · wf-form4_166076685002844.xml · nonDerivative · entry 1

Kenneth Bernard Robinson · CIK 0001806608 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,306

F1 · shares: 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 25% quarterly, such that the RSUs will vest completely on the first anniversary of the date of grant. The grant will be settled pursuant to the terms of the Issuer's 2014 Equity Incentive Plan.

SEC source: 0001591698-22-000121 · wf-form4_166076682910437.xml · nonDerivative · entry 1

Reiner Andres · CIK 0001434817 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 24,860

F1 · shares: 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 25% quarterly, such that the RSUs will vest completely on the first anniversary of the date of grant. The grant will be settled pursuant to the terms of the Issuer's 2014 Equity Incentive Plan.

SEC source: 0001591698-22-000110 · wf-form4_166076653469322.xml · derivative · entry 6

Beauchamp Steven R · CIK 0001314830 · Director · Co-Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 30,079

Underlying: Common Stock, par value $0.001 · 30,079 shares

Expires not disclosed

F3 · shares: 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, 2025. The grant will be settled pursuant to the terms of the Issuer's 2014 Equity Incentive Plan.

F4 · derivative.exercise_date: Represents the vesting and release date for these awards.

F5 · derivative.expiration_date: Restricted stock units do not expire; they either vest or are canceled prior to or upon the vesting date.

SEC source: 0001591698-22-000110 · wf-form4_166076653469322.xml · nonDerivative · entry 4

Beauchamp Steven R · CIK 0001314830 · Director · Co-Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Indirect · by IRIE Foundation

Disclosed balance after: 22,500

F2 · shares: Reflects a donative gift from the Reporting Person to IRIE Foundation, a private charitable foundation controlled by the Reporting Person.

SEC source: 0001591698-22-000110 · wf-form4_166076653469322.xml · nonDerivative · entry 3

Beauchamp Steven R · CIK 0001314830 · Director · Co-Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,759,065

F2 · shares: Reflects a donative gift from the Reporting Person to IRIE Foundation, a private charitable foundation controlled by the Reporting Person.

SEC source: 0001591698-22-000110 · wf-form4_166076653469322.xml · nonDerivative · entry 2

Beauchamp Steven R · CIK 0001314830 · Director · Co-Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,771,565

SEC source: 0001591698-22-000110 · wf-form4_166076653469322.xml · nonDerivative · entry 1

Beauchamp Steven R · CIK 0001314830 · Director · Co-Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,810,093

F1 · shares: 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.

SEC source: 0001591698-22-000117 · wf-form4_166076671369631.xml · nonDerivative · entry 1

Breen Virginia G · CIK 0001234117 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,768

F1 · shares: 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 25% quarterly, such that the RSUs will vest completely on the first anniversary of the date of grant. The grant will be settled pursuant to the terms of the Issuer's 2014 Equity Incentive Plan.

SEC source: 0001591698-22-000123 · wf-form4_166076686866730.xml · nonDerivative · entry 1

Sarowitz Steven I · CIK 0001597870 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,422,423

F1 · shares: 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 25% quarterly, such that the RSUs will vest completely on the first anniversary of the date of grant. The grant will be settled pursuant to the terms of the Issuer's 2014 Equity Incentive Plan.

SEC source: 0001591698-22-000119 · wf-form4_166076678479944.xml · nonDerivative · entry 1

Diehl Jeffrey T · CIK 0001597881 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 24,895

F1 · shares: 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 25% quarterly, such that the RSUs will vest completely on the first anniversary of the date of grant. The grant will be settled pursuant to the terms of the Issuer's 2014 Equity Incentive Plan.

F2 · shares: The reported RSUs are owned directly by Reporting Person, Jeffrey T. Diehl, who is a partner of Adams Street Partners, LLC ("ASP"). ASP is the managing member of the general partner of Adams Street 2006 Direct Fund, L.P., Adams Street 2007 Direct Fund, L.P., Adams Street 2008 Direct Fund, L.P., Adams Street 2009 Direct Fund, L.P., Adams Street 2010 Direct Fund, L.P. and Adams Street Co-investment Fund II, L.P. and the managing member of the general partner of the general partner of Adams Street 2011 Direct Fund LP and Adams Street 2012 Direct Fund LP (such funds collectively, the "Funds"). By agreement with the Funds, Mr. Diehl is deemed to hold the RSUs for the benefit of the Funds. Mr. Diehl disclaims beneficial ownership of the RSUs except to the extent of his pecuniary interest therein.

F2 · balance_after: The reported RSUs are owned directly by Reporting Person, Jeffrey T. Diehl, who is a partner of Adams Street Partners, LLC ("ASP"). ASP is the managing member of the general partner of Adams Street 2006 Direct Fund, L.P., Adams Street 2007 Direct Fund, L.P., Adams Street 2008 Direct Fund, L.P., Adams Street 2009 Direct Fund, L.P., Adams Street 2010 Direct Fund, L.P. and Adams Street Co-investment Fund II, L.P. and the managing member of the general partner of the general partner of Adams Street 2011 Direct Fund LP and Adams Street 2012 Direct Fund LP (such funds collectively, the "Funds"). By agreement with the Funds, Mr. Diehl is deemed to hold the RSUs for the benefit of the Funds. Mr. Diehl disclaims beneficial ownership of the RSUs except to the extent of his pecuniary interest therein.

F1 · ownership.direct: 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 25% quarterly, such that the RSUs will vest completely on the first anniversary of the date of grant. The grant will be settled pursuant to the terms of the Issuer's 2014 Equity Incentive Plan.

F2 · ownership.direct: The reported RSUs are owned directly by Reporting Person, Jeffrey T. Diehl, who is a partner of Adams Street Partners, LLC ("ASP"). ASP is the managing member of the general partner of Adams Street 2006 Direct Fund, L.P., Adams Street 2007 Direct Fund, L.P., Adams Street 2008 Direct Fund, L.P., Adams Street 2009 Direct Fund, L.P., Adams Street 2010 Direct Fund, L.P. and Adams Street Co-investment Fund II, L.P. and the managing member of the general partner of the general partner of Adams Street 2011 Direct Fund LP and Adams Street 2012 Direct Fund LP (such funds collectively, the "Funds"). By agreement with the Funds, Mr. Diehl is deemed to hold the RSUs for the benefit of the Funds. Mr. Diehl disclaims beneficial ownership of the RSUs except to the extent of his pecuniary interest therein.

SEC source: 0001591698-22-000116 · wf-form4_166076669345321.xml · nonDerivative · entry 2

Rost Nicholas · CIK 0001880681 · VP & Chief Accounting Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,121

SEC source: 0001591698-22-000116 · wf-form4_166076669345321.xml · nonDerivative · entry 1

Rost Nicholas · CIK 0001880681 · VP & Chief Accounting Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,199

F1 · shares: 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 · balance_after: Includes 19 shares of Paylocity Holding Corporation's common stock acquired pursuant to Paylocity Holding Corporation's Employee Stock Purchase Plan ("ESPP") on 5/15/2022.

SEC source: 0001591698-22-000115 · wf-form4_166076667637736.xml · derivative · entry 2

Lohani Rachit · CIK 0001884429 · Chief Technology Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,728

Underlying: Common Stock, par value $0.001 · 4,728 shares

Expires not disclosed

F3 · shares: 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, 2025. The grant will be settled pursuant to the terms of the Issuer's 2014 Equity Incentive Plan.

F4 · derivative.exercise_date: Represents the vesting and release date for these awards.

F5 · derivative.expiration_date: Restricted stock units do not expire; they either vest or are canceled prior to or upon the vesting date.

SEC source: 0001591698-22-000115 · wf-form4_166076667637736.xml · nonDerivative · entry 1

Lohani Rachit · CIK 0001884429 · Chief Technology Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 40,337

F1 · shares: 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 · balance_after: Includes 47 shares of Paylocity Holding Corporation's common stock acquired pursuant to Paylocity Holding Corporation's Employee Stock Purchase Plan ("ESPP") on 5/15/2022.

SEC source: 0001591698-22-000114 · wf-form4_166076663531441.xml · nonDerivative · entry 1

Kinsey Mark S · CIK 0001641033 · Sr Vice President - Operations

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 40,336

F1 · balance_after: Includes 78 and 47 shares of Paylocity Holding Corporation's common stock acquired pursuant to Paylocity Holding Corporation's Employee Stock Purchase Plan ("ESPP") on 11/15/2021 and 5/15/2022, respectively.

SEC source: 0001591698-22-000113 · wf-form4_166076661488366.xml · nonDerivative · entry 1

Haske Michael R · CIK 0001597868 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 761,483

SEC source: 0001591698-22-000112 · wf-form4_166076659371139.xml · derivative · entry 3

Glenn Ryan · CIK 0001910963 · CFO and Treasurer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,083

Underlying: Common Stock, par value $0.001 · 5,083 shares

Expires not disclosed

F2 · shares: 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, 2025. The grant will be settled pursuant to the terms of the Issuer's 2014 Equity Incentive Plan.

F3 · derivative.exercise_date: Represents the vesting and release date for these awards.

F4 · derivative.expiration_date: Restricted stock units do not expire; they either vest or are canceled prior to or upon the vesting date.

SEC source: 0001591698-22-000112 · wf-form4_166076659371139.xml · nonDerivative · entry 2

Glenn Ryan · CIK 0001910963 · CFO and Treasurer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 26,731

SEC source: 0001591698-22-000112 · wf-form4_166076659371139.xml · nonDerivative · entry 1

Glenn Ryan · CIK 0001910963 · CFO and Treasurer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 28,847

F1 · shares: 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.

SEC source: 0001591698-22-000111 · wf-form4_166076656254838.xml · derivative · entry 8

Williams Toby J. · CIK 0001716436 · Director · President and Co-CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 30,079

Underlying: Common Stock, par value $0.001 · 30,079 shares

Expires not disclosed

F8 · shares: 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, 2025. The grant will be settled pursuant to the terms of the Issuer's 2014 Equity Incentive Plan.

F9 · derivative.exercise_date: Represents the vesting and release date for these awards.

F10 · derivative.expiration_date: Restricted stock units do not expire; they either vest or are canceled prior to or upon the vesting date.

SEC source: 0001591698-22-000111 · wf-form4_166076656254838.xml · nonDerivative · entry 7

Williams Toby J. · CIK 0001716436 · Director · President and Co-CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 116,933

F2 · shares: The transaction indicated was conducted under an approved 10b5-1 Plan adopted by the reporting person on March 16, 2022.

F7 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $269.23 to $270.07, inclusive.

SEC source: 0001591698-22-000111 · wf-form4_166076656254838.xml · nonDerivative · entry 6

Williams Toby J. · CIK 0001716436 · Director · President and Co-CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 118,533

F2 · shares: The transaction indicated was conducted under an approved 10b5-1 Plan adopted by the reporting person on March 16, 2022.

F6 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $268.22 to $269.21, inclusive.

SEC source: 0001591698-22-000111 · wf-form4_166076656254838.xml · nonDerivative · entry 5

Williams Toby J. · CIK 0001716436 · Director · President and Co-CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 122,011

F2 · shares: The transaction indicated was conducted under an approved 10b5-1 Plan adopted by the reporting person on March 16, 2022.

F5 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $267.17 to $268.14, inclusive.

SEC source: 0001591698-22-000111 · wf-form4_166076656254838.xml · nonDerivative · entry 4

Williams Toby J. · CIK 0001716436 · Director · President and Co-CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 123,323

F2 · shares: The transaction indicated was conducted under an approved 10b5-1 Plan adopted by the reporting person on March 16, 2022.

F4 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $266.14 to $267.07, inclusive.

SEC source: 0001591698-22-000111 · wf-form4_166076656254838.xml · nonDerivative · entry 3

Williams Toby J. · CIK 0001716436 · Director · President and Co-CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 124,223

F2 · shares: The transaction indicated was conducted under an approved 10b5-1 Plan adopted by the reporting person on March 16, 2022.

F3 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $265.12 to $266.07, 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, 5, 6 and 7 of this Form 4.

SEC source: 0001591698-22-000111 · wf-form4_166076656254838.xml · nonDerivative · entry 2

Williams Toby J. · CIK 0001716436 · Director · President and Co-CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 124,933

SEC source: 0001591698-22-000111 · wf-form4_166076656254838.xml · nonDerivative · entry 1

Williams Toby J. · CIK 0001716436 · Director · President and Co-CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 141,416

F1 · shares: 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.

SEC source: 0001591698-22-000157 · wf-form4a_166154471709546.xml · derivative · entry 8

Williams Toby J. · CIK 0001716436 · Director · President and Co-CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 30,079

Underlying: Common Stock, par value $0.001 · 30,079 shares

Expires not disclosed

F9 · shares: 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, 2025. The grant will be settled pursuant to the terms of the Issuer's 2014 Equity Incentive Plan.

F10 · derivative.exercise_date: Represents the vesting and release date for these awards.

F11 · derivative.expiration_date: Restricted stock units do not expire; they either vest or are canceled prior to or upon the vesting date.

SEC source: 0001591698-22-000157 · wf-form4a_166154471709546.xml · nonDerivative · entry 7

Williams Toby J. · CIK 0001716436 · Director · President and Co-CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 117,806

F3 · shares: The transaction indicated was conducted under an approved 10b5-1 Plan adopted by the reporting person on March 16, 2022.

F8 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $269.23 to $270.07, inclusive.

SEC source: 0001591698-22-000157 · wf-form4a_166154471709546.xml · nonDerivative · entry 6

Williams Toby J. · CIK 0001716436 · Director · President and Co-CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 119,406

F3 · shares: The transaction indicated was conducted under an approved 10b5-1 Plan adopted by the reporting person on March 16, 2022.

F7 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $268.22 to $269.21, inclusive.

SEC source: 0001591698-22-000157 · wf-form4a_166154471709546.xml · nonDerivative · entry 5

Williams Toby J. · CIK 0001716436 · Director · President and Co-CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 122,884

F3 · shares: The transaction indicated was conducted under an approved 10b5-1 Plan adopted by the reporting person on March 16, 2022.

F6 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $267.17 to $268.14, inclusive.

SEC source: 0001591698-22-000157 · wf-form4a_166154471709546.xml · nonDerivative · entry 4

Williams Toby J. · CIK 0001716436 · Director · President and Co-CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 124,196

F3 · shares: The transaction indicated was conducted under an approved 10b5-1 Plan adopted by the reporting person on March 16, 2022.

F5 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $266.14 to $267.07, inclusive.

SEC source: 0001591698-22-000157 · wf-form4a_166154471709546.xml · nonDerivative · entry 3

Williams Toby J. · CIK 0001716436 · Director · President and Co-CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 125,096

F3 · shares: The transaction indicated was conducted under an approved 10b5-1 Plan adopted by the reporting person on March 16, 2022.

F4 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $265.12 to $266.07, 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, 7 and 8 of this Form 4.

SEC source: 0001591698-22-000157 · wf-form4a_166154471709546.xml · nonDerivative · entry 2

Williams Toby J. · CIK 0001716436 · Director · President and Co-CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 125,806

F2 · shares: This amendment is being filed to correct the amount of shares reported in the Form 4 filed on August 17, 2022 with respect to the tax withholding of shares upon the vesting of restricted stock units and to correct the total amount of securities beneficially owned following the reported transactions.

SEC source: 0001591698-22-000157 · wf-form4a_166154471709546.xml · nonDerivative · entry 1

Williams Toby J. · CIK 0001716436 · Director · President and Co-CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 141,416

F1 · shares: 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.

SEC source: 0001591698-22-000081 · wf-form4_165765689811931.xml · derivative · entry 6

Beauchamp Steven R · CIK 0001314830 · Director · Co-Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock, par value $0.001 · 90,000 shares

Expires 2022-08-21

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.