0000950170-24-062587.txt : 20240520 0000950170-24-062587.hdr.sgml : 20240520 20240520183229 ACCESSION NUMBER: 0000950170-24-062587 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240517 FILED AS OF DATE: 20240520 DATE AS OF CHANGE: 20240520 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Richison Chad R. CENTRAL INDEX KEY: 0001594487 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36393 FILM NUMBER: 24966389 MAIL ADDRESS: STREET 1: 7501 W. MEMORIAL ROAD CITY: OKLAHOMA CITY STATE: OK ZIP: 73142 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Paycom Software, Inc. CENTRAL INDEX KEY: 0001590955 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology IRS NUMBER: 800957485 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7501 W. MEMORIAL ROAD CITY: OKLAHOMA CITY STATE: OK ZIP: 73142 BUSINESS PHONE: (405) 722-6900 MAIL ADDRESS: STREET 1: 7501 W. MEMORIAL ROAD CITY: OKLAHOMA CITY STATE: OK ZIP: 73142 4 1 ownership.xml 4 X0508 4 2024-05-17 0001590955 Paycom Software, Inc. PAYC 0001594487 Richison Chad R. 7501 W. MEMORIAL ROAD OKLAHOMA CITY OK 73142 true true true false Co-CEO, President and Chairman true Common Stock 2024-05-17 4 S false 547 180.4 D 3093361 D Common Stock 2024-05-17 4 S false 1403 180.99 D 3091958 D Common Stock 2024-05-17 4 S false 547 180.4 D 3670452 I By Ernest Group, Inc. Common Stock 2024-05-17 4 S false 1403 180.99 D 3669049 I By Ernest Group, Inc. Common Stock 1012 I By Faye Penelope Richison 2023 Irrevocable Trust Common Stock 1012 I By Rome West Pedersen 2023 Irrevocable Trust Common Stock 1012 I By Lane West Richison 2022 Irrevocable Trust Common Stock 1012 I By Kase Gabriel Richison 2022 Irrevocable Trust Common Stock 1012 I By Sage Elizabeth Richison 2022 Irrevocable Trust Common Stock 1012 I By Charles Banks Pedersen 2022 Irrevocable Trust Common Stock 253 I By Ava L. Richison 2012 Irrevocable Trust Common Stock 253 I By Ian D. Richison 2012 Irrevocable Trust Common Stock 56 I By Abrie R. Richison 2012 Irrevocable Trust Common Stock 12500 I By Charis Michelle Richison Trust Under Section 16(b) of the Securities Exchange Act of 1934, as amended, the sale transactions reported herein are matchable with the reporting person's purchase of one share of common stock on December 14, 2023 at a price of $201.86. Because the purchase price exceeded the sale prices for all transactions reported herein, no profit was realized by the reporting person. The reporting person has agreed to voluntarily disgorge to Paycom Software, Inc. (the "Issuer") any profits realized from matchable transactions occurring within less than six months of the previously reported purchase transaction. The sales reported on this Form 4 were effected pursuant to a joint Rule 10b5-1 trading plan adopted by the reporting person and Ernest Group, Inc. ("Ernest Group") on February 16, 2024. The price reported is a weighted average price. These shares of common stock were sold in multiple transactions at prices ranging from $179.79 to $180.62, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold in the transactions at each separate price within the range set forth in this footnote. The price reported is a weighted average price. These shares of common stock were sold in multiple transactions at prices ranging from $180.63 to $181.29, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold in the transactions at each separate price within the range set forth in this footnote. Represents shares of common stock owned by Ernest Group. The reporting person is the sole director of Ernest Group, and Ernest Group is wholly owned by the reporting person and certain trusts for the reporting person's children, for which the reporting person serves as trustee. The reporting person may be deemed to beneficially own the shares of common stock owned by Ernest Group. Represents shares of common stock owned by the Faye Penelope Richison 2023 Irrevocable Trust (the "FPR Trust"). The reporting person is the settlor and sole trustee for the FPR Trust, which is for the benefit of the reporting person's grandchild. The reporting person may be deemed to beneficially own the shares of common stock owned by the FPR Trust. Represents shares of common stock owned by the Rome West Pedersen 2023 Irrevocable Trust (the "RWP Trust"). The reporting person is the settlor and sole trustee for the RWP Trust, which is for the benefit of the reporting person's grandchild. The reporting person may be deemed to beneficially own the shares of common stock owned by the RWP Trust. Represents shares of common stock owned by the Lane West Richison 2022 Irrevocable Trust (the "LWR Trust"). The reporting person is the settlor and sole trustee for the LWR Trust, which is for the benefit of the reporting person's grandchild. The reporting person may be deemed to beneficially own the shares of common stock owned by the LWR Trust. Represents shares of common stock owned by the Kase Gabriel Richison 2022 Irrevocable Trust (the "KGR Trust"). The reporting person is the settlor and sole trustee for the KGR Trust, which is for the benefit of the reporting person's grandchild. The reporting person may be deemed to beneficially own the shares of common stock owned by the KGR Trust. Represents shares of common stock owned by the Sage Elizabeth Richison 2022 Irrevocable Trust (the "SER Trust"). The reporting person is the settlor and sole trustee for the SER Trust, which is for the benefit of the reporting person's grandchild. The reporting person may be deemed to beneficially own the shares of common stock owned by the SER Trust. Represents shares of common stock owned by the Charles Banks Pedersen 2022 Irrevocable Trust (the "CBP Trust"). The reporting person is the settlor and sole trustee for the CBP Trust, which is for the benefit of the reporting person's grandchild. The reporting person may be deemed to beneficially own the shares of common stock owned by the CBP Trust. Represents shares of common stock owned by the Ava L. Richison 2012 Irrevocable Trust (the "ALR Trust"). The reporting person is the settlor and sole trustee for the ALR Trust, which is for the benefit of the reporting person's child. The reporting person may be deemed to beneficially own the shares of common stock owned by the ALR Trust. Represents shares of common stock owned by the Ian D. Richison 2012 Irrevocable Trust (the "IDR Trust"). The reporting person is the settlor and sole trustee for the IDR Trust, which is for the benefit of the reporting person's child. The reporting person may be deemed to beneficially own the shares of common stock owned by the IDR Trust. Represents shares of common stock owned by the Abrie R. Richison 2012 Irrevocable Trust (the "ARR Trust"). The reporting person is the settlor and sole trustee for the ARR Trust, which is for the benefit of the reporting person's child. The reporting person may be deemed to beneficially own the shares of common stock owned by the ARR Trust. Represents shares of common stock owned by the Charis Michelle Richison Trust (the "Spouse Trust"). The Spouse Trust is a revocable trust for the benefit of the reporting person's spouse. The reporting person may be deemed to beneficially own the shares of common stock owned by the Spouse Trust. Exhibit 24 - Power of Attorney /s/ Matthew Paque, attorney-in-fact 2024-05-20 EX-24 2 payc-ex24.htm EX-24 EX-24

 

POWER OF ATTORNEY

The undersigned hereby makes, constitutes and appoints Matthew Paque as the undersigned’s true and lawful attorney-in-fact (the “Attorney-in-Fact”), with full power to act for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to:

1.
Prepare, execute and submit to the Securities and Exchange Commission (the “SEC”), Paycom Software, Inc. (the “Company”), and/or the New York Stock Exchange any and all reports (including any amendments thereto) the undersigned is required to file with the SEC, or which the Attorney-in-Fact considers it advisable to file with the SEC, under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any rule or regulation thereunder, or under Rule 144 under the Securities Act of 1933, as amended (“Rule 144”), that arise from the undersigned’s or the undersigned’s respective affiliates’ sale(s) or dispositions(s) of securities of the Company, including Forms 3, 4 and 5 and Forms 144; and
2.
Obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact.

The undersigned acknowledges that:

a.
This Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his discretion on information provided to such Attorney-in-Fact without independent verification of such information;
b.
Any documents prepared or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact, in his discretion, deems necessary or desirable;
c.
Neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned’s responsibility to comply with the requirements of Section 16 of the Exchange Act or Rule 144, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and
d.
This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 16 of the Exchange Act.

The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done in connection with the foregoing, as fully, to all intents and purposes, as the undersigned might or could do in

 

 

person, hereby ratifying and confirming all that the Attorney-in-Fact shall lawfully do or cause to be done by authority of this Power of Attorney.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 4 or 5 or Forms 144 with respect to the undersigned’s holdings of and transactions in securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of May 16, 2024.

 

By:

/s/ Chad Richison

Name:

Chad R. Richison