08/18/2026 | Press release | Distributed by Public on 08/18/2026 14:03
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Market Stock Units(10) | $ 0 | 08/14/2026 | A | 3,469(11) | (12) | (13) | Common Stock, par value $0.001 | 3,469 | $ 0 | 3,469 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Beauchamp Steven R C/O 1400 AMERICAN LANE SCHAUMBURG, IL 60173 |
X | Executive Chairman | ||
| /s/ Kris Kang, attorney-in-fact to Steven R. Beauchamp | 08/18/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | 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 Amended and Restated 2023 Equity Incentive Plan. |
| (2) | 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 two years beginning on the date of grant at a rate of 12.5% vesting every three months. The grant will be settled pursuant to the terms of the Issuer's Amended and Restated 2023 Equity Incentive Plan. |
| (3) | Represents performance stock units (PSUs) awarded pursuant to the Issuer's Amended and Restated 2023 Equity Incentive Plan for which performance criteria have been satisfied that will entitle the Reporting Person to receive one share of the Issuer's common stock per PSU upon vesting. 50% of the PSUs vest on August 15, 2026. The remaining PSUs will vest in two equal installments on August 15, 2027 and August 15, 2028, subject to continued service through each of the respective vesting dates. The grant will be settled pursuant to the terms of the Issuer's Amended and Restated 2023 Equity Incentive Plan. |
| (4) | The transaction indicated was conducted under an approved 10b5-1 Plan adopted by the reporting person on August 19, 2025 and amended on May 15, 2026. |
| (5) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $146.74 to $147.73, 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 5, 6, 7, 8 and 9 of this Form 4. |
| (6) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $147.83 to $148.83, inclusive. |
| (7) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $148.84 to $149.71, inclusive. |
| (8) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $150.24 to $151.13, inclusive. |
| (9) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $151.33 to $151.34, inclusive. |
| (10) | Each market stock unit (MSU) represents the contingent right to receive one (1) share of Issuer common stock. |
| (11) | Reflects the grant of a target number MSUs subject to the award as presented in the table. The number of MSUs that ultimately vest may be 0%-200% of this number, depending upon the achievement by the Issuer of certain total shareholder return objectives. |
| (12) | The MSUs have four separate performance periods, which begin August 31, 2026 and end November 30, 2028, February 28, 2029, May 31, 2029 and August 31, 2029, respectively. Twenty five percent (25%) of the total award may be earned after the end of each performance period and, to the extent earned, will vest quarterly. |
| (13) | Market stock units do not expire; they either vest or are canceled prior to or upon the vesting date. |