This Amendment No. 16 to Schedule 13D (this Amendment) relates to
shares of common stock, par value $0.01 per share (Common Stock), of Paycom Software, Inc., a Delaware corporation (the Issuer). This Amendment amends the Schedule 13D (as previously amended or amended and
restated and as amended and/or restated hereby, the Schedule 13D) filed with the Securities and Exchange Commission (the SEC) by the Reporting Persons. Capitalized terms used but not defined herein shall have
the meanings ascribed to them in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented as follows:
On February 16, 2024, Mr. Richison and Ernest Group entered into a Sales Plan (the February 2024 10b5-1 Plan) with JPMS, pursuant to which JPMS is authorized to sell up to 487,500 shares of Common Stock on behalf of Mr. Richison and up to 487,500 shares of Common Stock on behalf of Ernest
Group, in each case during the period beginning on the later of (i) May 17, 2024, and (ii) the third trading day following disclosure of the Issuers financial results on Form 10-Q for
the quarter ended March 31, 2024, and ending November 13, 2024, subject to earlier termination in accordance with the terms of the February 2024 10b5-1 Plan and applicable laws, rules and
regulations. Transactions under the February 2024 10b5-1 Plan will be subject to certain price restrictions and other restrictions under the terms of the February 2024
10b5-1 Plan. The February 2024 10b5-1 Plan is intended to comply with the requirements of
Rule 10b5-1(c) promulgated under the Act.
The foregoing description of the February
2024 10b5-1 Plan is qualified in its entirety by reference to the full text of the February 2024 10b5-1 Plan, a form of which is attached hereto as Exhibit 99.4 and
incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety as follows:
(a)-(b) Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an
admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D.
Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of
Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the
Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or
otherwise with respect to the Issuer or any securities of the Issuer; or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.
As of February 20, 2024, the Reporting Persons may be deemed to beneficially own the shares of Common Stock set forth in the table below:
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Reporting Person |
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Number of Shares Beneficially Owned |
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Percentage of Outstanding Shares |
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Sole Voting Power |
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Shared Voting Power |
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Sole Dispositive Power |
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Shared Dispositive Power |
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Ernest Group, Inc. |
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3,670,999 |
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6.4 |
% (1) |
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0 |
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3,670,999 |
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0 |
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3,670,999 |
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Chad Richison |
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6,784,041 |
(2) |
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11.8 |
% (1) |
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3,093,908 |
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3,690,133 |
(3) |
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3,093,908 |
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3,690,133 |
(3) |
(1) |
Based on 57,551,437 shares of Common Stock outstanding, including 994,817 shares of restricted stock, as of
February 8, 2024, as disclosed in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed by the Issuer with the SEC on February 15, 2024. |