This Amendment No. 11 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 (as defined below). Capitalized terms used but not defined
herein shall have the meanings ascribed to them in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and supplemented as follows:
Restricted Stock
In a grant of
restricted stock awarded under the LTIP on November 23, 2020, Mr. Richison received 1,610,000 shares of restricted stock subject to performance-based vesting conditions and to the terms and other conditions of a restricted stock award
agreement. These shares of restricted stock will vest based on the price of the Issuers common stock exceeding certain specified thresholds. Fifty percent of these shares of restricted stock will vest on the first date, if any, within six
years of the date of grant, that the price of the Issuers common stock equals or exceeds the first stock price threshold. Fifty percent of these shares of restricted stock will vest on the first date, if any, within ten years of the date of
grant, that the price of the Issuers common stock equals or exceeds the second stock price threshold. Vesting of the awarded shares is subject to Mr. Richisons continued service as chief executive officer. All shares of restricted
stock were granted by the Issuer to Mr. Richison under the LTIP as compensation for his service as President and Chief Executive Officer of the Issuer and for no additional consideration. Mr. Richison has all rights of a stockholder of the
Issuer with respect to his shares of restricted stock, including the right to vote the shares and the right to receive any dividends thereon (with dividends paid when the related restricted stock vests), but does not have dispositive power with
respect to the shares until they have vested and until any applicable holding period has expired. The foregoing description of the restricted stock award agreement to which Mr. Richison is party is qualified in its entirety by reference to the
full text of such restricted stock award agreement, a copy of which is attached hereto as Exhibit 99.7 and incorporated herein by reference.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented as follows:
On October 13, 2020, upon completion of all sales thereunder, the August 2020 10b5-1 Plan
terminated in accordance with its terms.
The information set forth in Item 3 of this Amendment is incorporated by reference into this
Item 4.
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.