PCTY

SEC source: 0001562180-20-000268 · primarydocument.xml · derivative · entry 8

Gaty Edward W · CIK 0001597866 · SVP of Product and Technology

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock, par value $0.001 · 7,333 shares

Expires 2023-07-08

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.

SEC source: 0001562180-20-000268 · primarydocument.xml · nonDerivative · entry 7

Gaty Edward W · CIK 0001597866 · SVP of Product and Technology

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 106,951

F1 · shares: The transaction indicated was conducted under an approved 10b5-1 Plan adopted by the reporting person on November 5, 2019.

SEC source: 0001562180-20-000268 · primarydocument.xml · nonDerivative · entry 6

Gaty Edward W · CIK 0001597866 · SVP of Product and Technology

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 106,952

F1 · shares: The transaction indicated was conducted under an approved 10b5-1 Plan adopted by the reporting person on November 5, 2019.

F3 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $124.85 to $125.85, inclusive.

SEC source: 0001562180-20-000268 · primarydocument.xml · nonDerivative · entry 5

Gaty Edward W · CIK 0001597866 · SVP of Product and Technology

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 109,927

F1 · shares: The transaction indicated was conducted under an approved 10b5-1 Plan adopted by the reporting person on November 5, 2019.

F2 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $123.83 to $124.73, 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 and 3 of this Form 4.

SEC source: 0001562180-20-000268 · primarydocument.xml · nonDerivative · entry 4

Gaty Edward W · CIK 0001597866 · SVP of Product and Technology

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 115,609

SEC source: 0001562180-20-000268 · primarydocument.xml · nonDerivative · entry 3

Gaty Edward W · CIK 0001597866 · SVP of Product and Technology

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 121,951

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.

F1 · shares: The transaction indicated was conducted under an approved 10b5-1 Plan adopted by the reporting person on November 5, 2019.

SEC source: 0001562180-20-000268 · primarydocument.xml · nonDerivative · entry 2

Gaty Edward W · CIK 0001597866 · SVP of Product and Technology

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 120,950

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.

F1 · shares: The transaction indicated was conducted under an approved 10b5-1 Plan adopted by the reporting person on November 5, 2019.

SEC source: 0001562180-20-000268 · primarydocument.xml · nonDerivative · entry 1

Gaty Edward W · CIK 0001597866 · SVP of Product and Technology

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 114,284

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.

F1 · shares: The transaction indicated was conducted under an approved 10b5-1 Plan adopted by the reporting person on November 5, 2019.

SEC source: 0001562180-19-006071 · primarydocument.xml · nonDerivative · entry 2

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

10b5-1 filing: Not disclosed

Ownership: Indirect · By the Julian Grace Foundation

Disclosed balance after: 168,000

F1 · shares: Reflects a donative gift of shares from the Reporting Person to the Julian Grace Foundation, an Illinois not for profit corporation.

SEC source: 0001562180-19-006071 · primarydocument.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,969,332

F1 · shares: Reflects a donative gift of shares from the Reporting Person to the Julian Grace Foundation, an Illinois not for profit corporation.

SEC source: 0001562180-19-005779 · primarydocument.xml · nonDerivative · entry 1

Cappotelli Andrew · CIK 0001742758 · Chief Accounting Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,883

F1 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $120.00 to $120.27, 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 this footnote 1.

SEC source: 0001562180-19-005696 · primarydocument.xml · nonDerivative · entry 2

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 74,920

F1 · shares: The transaction indicated was conducted under an approved 10b5-1 Plan adopted by the reporting person on February 14, 2019.

SEC source: 0001562180-19-005754 · primarydocument.xml · nonDerivative · entry 16

Diehl Jeffrey T · CIK 0001597881 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · by Adams Street Co-Investment Fund II, L.P.

Disclosed balance after: 199,008

F3 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $116.60 to $117.38, inclusive.

F10 · ownership.nature: Shares held directly by Adams Street Co-Investment Fund II, L.P. ("AS CIF") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS CIF. The securities owned by AS CIF may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS CIF. Such persons and entities disclaim beneficial ownership of shares held by AS CIF, except to the extent of any pecuniary interest therein.

SEC source: 0001562180-19-005754 · primarydocument.xml · nonDerivative · entry 15

Diehl Jeffrey T · CIK 0001597881 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · by Adams Street Co-Investment Fund II, L.P.

Disclosed balance after: 203,443

F1 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $115.58 to $116.58, 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 1 and 3 of this Form 4.

F10 · ownership.nature: Shares held directly by Adams Street Co-Investment Fund II, L.P. ("AS CIF") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS CIF. The securities owned by AS CIF may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS CIF. Such persons and entities disclaim beneficial ownership of shares held by AS CIF, except to the extent of any pecuniary interest therein.

SEC source: 0001562180-19-005754 · primarydocument.xml · nonDerivative · entry 14

Diehl Jeffrey T · CIK 0001597881 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · by Adams Street 2012 Direct Fund LP

Disclosed balance after: 51,585

F3 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $116.60 to $117.38, inclusive.

F9 · ownership.nature: Shares held directly by Adams Street 2012 Direct Fund LP ("AS 2012") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2012's general partner. The securities owned by AS 2012 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2012. Such persons and entities disclaim beneficial ownership of shares held by AS 2012, except to the extent of any pecuniary interest therein.

SEC source: 0001562180-19-005754 · primarydocument.xml · nonDerivative · entry 13

Diehl Jeffrey T · CIK 0001597881 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · by Adams Street 2012 Direct Fund LP

Disclosed balance after: 52,735

F1 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $115.58 to $116.58, 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 1 and 3 of this Form 4.

F9 · ownership.nature: Shares held directly by Adams Street 2012 Direct Fund LP ("AS 2012") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2012's general partner. The securities owned by AS 2012 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2012. Such persons and entities disclaim beneficial ownership of shares held by AS 2012, except to the extent of any pecuniary interest therein.

SEC source: 0001562180-19-005754 · primarydocument.xml · nonDerivative · entry 12

Diehl Jeffrey T · CIK 0001597881 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · by Adams Street 2011 Direct Fund LP

Disclosed balance after: 51,405

F3 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $116.60 to $117.38, inclusive.

F8 · ownership.nature: Shares held directly by Adams Street 2011 Direct Fund LP ("AS 2011") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2011's general partner. The securities owned by AS 2011 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2011. Such persons and entities disclaim beneficial ownership of shares held by AS 2011, except to the extent of any pecuniary interest therein.

SEC source: 0001562180-19-005754 · primarydocument.xml · nonDerivative · entry 11

Diehl Jeffrey T · CIK 0001597881 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · by Adams Street 2011 Direct Fund LP

Disclosed balance after: 52,550

F1 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $115.58 to $116.58, 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 1 and 3 of this Form 4.

F8 · ownership.nature: Shares held directly by Adams Street 2011 Direct Fund LP ("AS 2011") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2011's general partner. The securities owned by AS 2011 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2011. Such persons and entities disclaim beneficial ownership of shares held by AS 2011, except to the extent of any pecuniary interest therein.

SEC source: 0001562180-19-005754 · primarydocument.xml · nonDerivative · entry 10

Diehl Jeffrey T · CIK 0001597881 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · by Adams Street 2010 Direct Fund L.P.

Disclosed balance after: 63,983

F3 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $116.60 to $117.38, inclusive.

F7 · ownership.nature: Shares held directly by Adams Street 2010 Direct Fund, L.P. ("AS 2010") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2010. The securities owned by AS 2010 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2010. Such persons and entities disclaim beneficial ownership of shares held by AS 2010, except to the extent of any pecuniary interest therein.

SEC source: 0001562180-19-005754 · primarydocument.xml · nonDerivative · entry 9

Diehl Jeffrey T · CIK 0001597881 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · by Adams Street 2010 Direct Fund L.P.

Disclosed balance after: 65,409

F1 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $115.58 to $116.58, 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 1 and 3 of this Form 4.

F7 · ownership.nature: Shares held directly by Adams Street 2010 Direct Fund, L.P. ("AS 2010") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2010. The securities owned by AS 2010 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2010. Such persons and entities disclaim beneficial ownership of shares held by AS 2010, except to the extent of any pecuniary interest therein.

SEC source: 0001562180-19-005754 · primarydocument.xml · nonDerivative · entry 8

Diehl Jeffrey T · CIK 0001597881 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · by Adams Street 2009 Direct Fund L.P.

Disclosed balance after: 112,635

F3 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $116.60 to $117.38, inclusive.

F6 · ownership.nature: Shares held directly by Adams Street 2009 Direct Fund, L.P. ("AS 2009") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2009. The securities owned by AS 2009 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2009. Such persons and entities disclaim beneficial ownership of shares held by AS 2009, except to the extent of any pecuniary interest therein.

SEC source: 0001562180-19-005754 · primarydocument.xml · nonDerivative · entry 7

Diehl Jeffrey T · CIK 0001597881 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · by Adams Street 2009 Direct Fund L.P.

Disclosed balance after: 115,145

F1 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $115.58 to $116.58, 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 1 and 3 of this Form 4.

F6 · ownership.nature: Shares held directly by Adams Street 2009 Direct Fund, L.P. ("AS 2009") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2009. The securities owned by AS 2009 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2009. Such persons and entities disclaim beneficial ownership of shares held by AS 2009, except to the extent of any pecuniary interest therein.

SEC source: 0001562180-19-005754 · primarydocument.xml · nonDerivative · entry 6

Diehl Jeffrey T · CIK 0001597881 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · by Adams Street 2008 Direct Fund L.P.

Disclosed balance after: 543,382

F3 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $116.60 to $117.38, inclusive.

F5 · ownership.nature: Shares held directly by Adams Street 2008 Direct Fund, L.P. ("AS 2008") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2008. The securities owned by AS 2008 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2008. Such persons and entities disclaim beneficial ownership of shares held by AS 2008, except to the extent of any pecuniary interest therein.

SEC source: 0001562180-19-005754 · primarydocument.xml · nonDerivative · entry 5

Diehl Jeffrey T · CIK 0001597881 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · by Adams Street 2008 Direct Fund L.P.

Disclosed balance after: 555,492

F1 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $115.58 to $116.58, 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 1 and 3 of this Form 4.

F5 · ownership.nature: Shares held directly by Adams Street 2008 Direct Fund, L.P. ("AS 2008") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2008. The securities owned by AS 2008 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2008. Such persons and entities disclaim beneficial ownership of shares held by AS 2008, except to the extent of any pecuniary interest therein.

SEC source: 0001562180-19-005754 · primarydocument.xml · nonDerivative · entry 4

Diehl Jeffrey T · CIK 0001597881 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · by Adams Street 2007 Direct Fund L.P.

Disclosed balance after: 379,963

F3 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $116.60 to $117.38, inclusive.

F4 · ownership.nature: Shares held directly by Adams Street 2007 Direct Fund, L.P. ("AS 2007") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2007. The securities owned by AS 2007 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2007. Such persons and entities disclaim beneficial ownership of shares held by AS 2007, except to the extent of any pecuniary interest therein.

SEC source: 0001562180-19-005754 · primarydocument.xml · nonDerivative · entry 3

Diehl Jeffrey T · CIK 0001597881 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · by Adams Street 2007 Direct Fund L.P.

Disclosed balance after: 388,431

F1 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $115.58 to $116.58, 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 1 and 3 of this Form 4.

F4 · ownership.nature: Shares held directly by Adams Street 2007 Direct Fund, L.P. ("AS 2007") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2007. The securities owned by AS 2007 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2007. Such persons and entities disclaim beneficial ownership of shares held by AS 2007, except to the extent of any pecuniary interest therein.

SEC source: 0001562180-19-005754 · primarydocument.xml · nonDerivative · entry 2

Diehl Jeffrey T · CIK 0001597881 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · by Adams Street 2006 Direct Fund L.P.

Disclosed balance after: 336,467

F3 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $116.60 to $117.38, inclusive.

F2 · ownership.nature: Shares held directly by Adams Street 2006 Direct Fund, L.P. ("AS 2006") and indirectly by Adams Street Partners, LLC as the managing member of the general partner of AS 2006. The securities owned by AS 2006 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2006. Such persons and entities disclaim beneficial ownership of shares held by AS 2006, except to the extent of any pecuniary interest therein.

SEC source: 0001562180-19-005754 · primarydocument.xml · nonDerivative · entry 1

Diehl Jeffrey T · CIK 0001597881 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · by Adams Street 2006 Direct Fund L.P.

Disclosed balance after: 343,965

F1 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $115.58 to $116.58, 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 1 and 3 of this Form 4.

F2 · ownership.nature: Shares held directly by Adams Street 2006 Direct Fund, L.P. ("AS 2006") and indirectly by Adams Street Partners, LLC as the managing member of the general partner of AS 2006. The securities owned by AS 2006 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2006. Such persons and entities disclaim beneficial ownership of shares held by AS 2006, except to the extent of any pecuniary interest therein.

SEC source: 0001562180-19-005696 · primarydocument.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 79,382

F1 · shares: The transaction indicated was conducted under an approved 10b5-1 Plan adopted by the reporting person on February 14, 2019.

F2 · balance_after: Includes 120 shares of Paylocity Holding Corporation's common stock acquired pursuant to Paylocity Holding Corporation's Employee Stock Purchase Plan on November 15, 2019.

SEC source: 0001562180-19-005724 · primarydocument.xml · nonDerivative · entry 24

Diehl Jeffrey T · CIK 0001597881 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · by Adams Street Co-Investment Fund II, L.P.

Disclosed balance after: 204,732

F4 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $116.12 to $117.00, inclusive.

F12 · ownership.nature: Shares held directly by Adams Street Co-Investment Fund II, L.P. ("AS CIF") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS CIF. The securities owned by AS CIF may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS CIF. Such persons and entities disclaim beneficial ownership of shares held by AS CIF, except to the extent of any pecuniary interest therein.

SEC source: 0001562180-19-005724 · primarydocument.xml · nonDerivative · entry 23

Diehl Jeffrey T · CIK 0001597881 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · by Adams Street Co-Investment Fund II, L.P.

Disclosed balance after: 204,846

F3 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $115.10 to $116.01, inclusive.

F12 · ownership.nature: Shares held directly by Adams Street Co-Investment Fund II, L.P. ("AS CIF") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS CIF. The securities owned by AS CIF may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS CIF. Such persons and entities disclaim beneficial ownership of shares held by AS CIF, except to the extent of any pecuniary interest therein.

SEC source: 0001562180-19-005724 · primarydocument.xml · nonDerivative · entry 22

Diehl Jeffrey T · CIK 0001597881 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · by Adams Street Co-Investment Fund II, L.P.

Disclosed balance after: 205,232

F1 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $114.09 to $115.08, 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 1, 3 and 4 of this Form 4.

F12 · ownership.nature: Shares held directly by Adams Street Co-Investment Fund II, L.P. ("AS CIF") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS CIF. The securities owned by AS CIF may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS CIF. Such persons and entities disclaim beneficial ownership of shares held by AS CIF, except to the extent of any pecuniary interest therein.

SEC source: 0001562180-19-005724 · primarydocument.xml · nonDerivative · entry 21

Diehl Jeffrey T · CIK 0001597881 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · by Adams Street 2012 Direct Fund LP

Disclosed balance after: 53,069

F4 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $116.12 to $117.00, inclusive.

F11 · ownership.nature: Shares held directly by Adams Street 2012 Direct Fund LP ("AS 2012") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2012's general partner. The securities owned by AS 2012 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2012. Such persons and entities disclaim beneficial ownership of shares held by AS 2012, except to the extent of any pecuniary interest therein.

SEC source: 0001562180-19-005724 · primarydocument.xml · nonDerivative · entry 20

Diehl Jeffrey T · CIK 0001597881 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · by Adams Street 2012 Direct Fund LP

Disclosed balance after: 53,099

F3 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $115.10 to $116.01, inclusive.

F11 · ownership.nature: Shares held directly by Adams Street 2012 Direct Fund LP ("AS 2012") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2012's general partner. The securities owned by AS 2012 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2012. Such persons and entities disclaim beneficial ownership of shares held by AS 2012, except to the extent of any pecuniary interest therein.

SEC source: 0001562180-19-005724 · primarydocument.xml · nonDerivative · entry 19

Diehl Jeffrey T · CIK 0001597881 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · by Adams Street 2012 Direct Fund LP

Disclosed balance after: 53,199

F1 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $114.09 to $115.08, 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 1, 3 and 4 of this Form 4.

F7 · balance_after: Reflects the total number of shares beneficially owned whereby a single share previously reported as being sold on November 20, 2019 by the Adams Street 2009 Direct Fund L.P. should have been reported as being sold by the Adams Street 2012 Direct Fund LP.

F11 · ownership.nature: Shares held directly by Adams Street 2012 Direct Fund LP ("AS 2012") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2012's general partner. The securities owned by AS 2012 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2012. Such persons and entities disclaim beneficial ownership of shares held by AS 2012, except to the extent of any pecuniary interest therein.

SEC source: 0001562180-19-005724 · primarydocument.xml · nonDerivative · entry 18

Diehl Jeffrey T · CIK 0001597881 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · by Adams Street 2011 Direct Fund LP

Disclosed balance after: 52,883

F4 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $116.12 to $117.00, inclusive.

F10 · ownership.nature: Shares held directly by Adams Street 2011 Direct Fund LP ("AS 2011") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2011's general partner. The securities owned by AS 2011 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2011. Such persons and entities disclaim beneficial ownership of shares held by AS 2011, except to the extent of any pecuniary interest therein.

SEC source: 0001562180-19-005724 · primarydocument.xml · nonDerivative · entry 17

Diehl Jeffrey T · CIK 0001597881 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · by Adams Street 2011 Direct Fund LP

Disclosed balance after: 52,912

F3 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $115.10 to $116.01, inclusive.

F10 · ownership.nature: Shares held directly by Adams Street 2011 Direct Fund LP ("AS 2011") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2011's general partner. The securities owned by AS 2011 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2011. Such persons and entities disclaim beneficial ownership of shares held by AS 2011, except to the extent of any pecuniary interest therein.

SEC source: 0001562180-19-005724 · primarydocument.xml · nonDerivative · entry 16

Diehl Jeffrey T · CIK 0001597881 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · by Adams Street 2011 Direct Fund LP

Disclosed balance after: 53,012

F1 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $114.09 to $115.08, 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 1, 3 and 4 of this Form 4.

F10 · ownership.nature: Shares held directly by Adams Street 2011 Direct Fund LP ("AS 2011") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2011's general partner. The securities owned by AS 2011 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2011. Such persons and entities disclaim beneficial ownership of shares held by AS 2011, except to the extent of any pecuniary interest therein.

SEC source: 0001562180-19-005724 · primarydocument.xml · nonDerivative · entry 15

Diehl Jeffrey T · CIK 0001597881 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · by Adams Street 2010 Direct Fund L.P.

Disclosed balance after: 65,823

F4 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $116.12 to $117.00, inclusive.

F9 · ownership.nature: Shares held directly by Adams Street 2010 Direct Fund, L.P. ("AS 2010") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2010. The securities owned by AS 2010 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2010. Such persons and entities disclaim beneficial ownership of shares held by AS 2010, except to the extent of any pecuniary interest therein.

SEC source: 0001562180-19-005724 · primarydocument.xml · nonDerivative · entry 14

Diehl Jeffrey T · CIK 0001597881 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · by Adams Street 2010 Direct Fund L.P.

Disclosed balance after: 65,860

F3 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $115.10 to $116.01, inclusive.

F9 · ownership.nature: Shares held directly by Adams Street 2010 Direct Fund, L.P. ("AS 2010") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2010. The securities owned by AS 2010 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2010. Such persons and entities disclaim beneficial ownership of shares held by AS 2010, except to the extent of any pecuniary interest therein.

SEC source: 0001562180-19-005724 · primarydocument.xml · nonDerivative · entry 13

Diehl Jeffrey T · CIK 0001597881 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · by Adams Street 2010 Direct Fund L.P.

Disclosed balance after: 65,984

F1 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $114.09 to $115.08, 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 1, 3 and 4 of this Form 4.

F9 · ownership.nature: Shares held directly by Adams Street 2010 Direct Fund, L.P. ("AS 2010") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2010. The securities owned by AS 2010 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2010. Such persons and entities disclaim beneficial ownership of shares held by AS 2010, except to the extent of any pecuniary interest therein.

SEC source: 0001562180-19-005724 · primarydocument.xml · nonDerivative · entry 12

Diehl Jeffrey T · CIK 0001597881 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · by Adams Street 2009 Direct Fund L.P.

Disclosed balance after: 115,875

F4 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $116.12 to $117.00, inclusive.

F8 · ownership.nature: Shares held directly by Adams Street 2009 Direct Fund, L.P. ("AS 2009") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2009. The securities owned by AS 2009 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2009. Such persons and entities disclaim beneficial ownership of shares held by AS 2009, except to the extent of any pecuniary interest therein.

SEC source: 0001562180-19-005724 · primarydocument.xml · nonDerivative · entry 11

Diehl Jeffrey T · CIK 0001597881 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · by Adams Street 2009 Direct Fund L.P.

Disclosed balance after: 115,940

F3 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $115.10 to $116.01, inclusive.

F8 · ownership.nature: Shares held directly by Adams Street 2009 Direct Fund, L.P. ("AS 2009") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2009. The securities owned by AS 2009 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2009. Such persons and entities disclaim beneficial ownership of shares held by AS 2009, except to the extent of any pecuniary interest therein.

SEC source: 0001562180-19-005724 · primarydocument.xml · nonDerivative · entry 10

Diehl Jeffrey T · CIK 0001597881 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · by Adams Street 2009 Direct Fund L.P.

Disclosed balance after: 116,158

F1 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $114.09 to $115.08, 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 1, 3 and 4 of this Form 4.

F7 · balance_after: Reflects the total number of shares beneficially owned whereby a single share previously reported as being sold on November 20, 2019 by the Adams Street 2009 Direct Fund L.P. should have been reported as being sold by the Adams Street 2012 Direct Fund LP.

F8 · ownership.nature: Shares held directly by Adams Street 2009 Direct Fund, L.P. ("AS 2009") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2009. The securities owned by AS 2009 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2009. Such persons and entities disclaim beneficial ownership of shares held by AS 2009, except to the extent of any pecuniary interest therein.

SEC source: 0001562180-19-005724 · primarydocument.xml · nonDerivative · entry 9

Diehl Jeffrey T · CIK 0001597881 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · by Adams Street 2008 Direct Fund L.P.

Disclosed balance after: 559,011

F4 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $116.12 to $117.00, inclusive.

F6 · ownership.nature: Shares held directly by Adams Street 2008 Direct Fund, L.P. ("AS 2008") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2008. The securities owned by AS 2008 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2008. Such persons and entities disclaim beneficial ownership of shares held by AS 2008, except to the extent of any pecuniary interest therein.

SEC source: 0001562180-19-005724 · primarydocument.xml · nonDerivative · entry 8

Diehl Jeffrey T · CIK 0001597881 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · by Adams Street 2008 Direct Fund L.P.

Disclosed balance after: 559,324

F3 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $115.10 to $116.01, inclusive.

F6 · ownership.nature: Shares held directly by Adams Street 2008 Direct Fund, L.P. ("AS 2008") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2008. The securities owned by AS 2008 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2008. Such persons and entities disclaim beneficial ownership of shares held by AS 2008, except to the extent of any pecuniary interest therein.

SEC source: 0001562180-19-005724 · primarydocument.xml · nonDerivative · entry 7

Diehl Jeffrey T · CIK 0001597881 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · by Adams Street 2008 Direct Fund L.P.

Disclosed balance after: 560,378

F1 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $114.09 to $115.08, 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 1, 3 and 4 of this Form 4.

F6 · ownership.nature: Shares held directly by Adams Street 2008 Direct Fund, L.P. ("AS 2008") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2008. The securities owned by AS 2008 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2008. Such persons and entities disclaim beneficial ownership of shares held by AS 2008, except to the extent of any pecuniary interest therein.

SEC source: 0001562180-19-005724 · primarydocument.xml · nonDerivative · entry 6

Diehl Jeffrey T · CIK 0001597881 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · by Adams Street 2007 Direct Fund L.P.

Disclosed balance after: 390,891

F4 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $116.12 to $117.00, inclusive.

F5 · ownership.nature: Shares held directly by Adams Street 2007 Direct Fund, L.P. ("AS 2007") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2007. The securities owned by AS 2007 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2007. Such persons and entities disclaim beneficial ownership of shares held by AS 2007, except to the extent of any pecuniary interest therein.

SEC source: 0001562180-19-005724 · primarydocument.xml · nonDerivative · entry 5

Diehl Jeffrey T · CIK 0001597881 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · by Adams Street 2007 Direct Fund L.P.

Disclosed balance after: 391,109

F3 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $115.10 to $116.01, inclusive.

F5 · ownership.nature: Shares held directly by Adams Street 2007 Direct Fund, L.P. ("AS 2007") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2007. The securities owned by AS 2007 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2007. Such persons and entities disclaim beneficial ownership of shares held by AS 2007, except to the extent of any pecuniary interest therein.

SEC source: 0001562180-19-005724 · primarydocument.xml · nonDerivative · entry 4

Diehl Jeffrey T · CIK 0001597881 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · by Adams Street 2007 Direct Fund L.P.

Disclosed balance after: 391,846

F1 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $114.09 to $115.08, 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 1, 3 and 4 of this Form 4.

F5 · ownership.nature: Shares held directly by Adams Street 2007 Direct Fund, L.P. ("AS 2007") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2007. The securities owned by AS 2007 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2007. Such persons and entities disclaim beneficial ownership of shares held by AS 2007, except to the extent of any pecuniary interest therein.