This Amendment No. 17 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 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and supplemented as follows:
“Gift Transfers
On
September 17, 2024 Mr. Richison gifted 117,248 shares of Common Stock to non-profit organizations. On October 7, 2024 Mr. Richison gifted 1,500 shares of Common Stock to a non-profit organization. The number of shares of Common Stock reported as beneficially owned by Mr. Richison gives effect to these transactions.”
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 November 6, 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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3,436,999 |
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6.0 |
% (1) |
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0 |
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3,436,999 |
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0 |
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3,436,999 |
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| Chad Richison |
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6,197,293 |
(2) |
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10.7 |
% (1) |
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2,741,160 |
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3,456,133 |
(3) |
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2,741,160 |
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3,456,133 |
(3) |
| (1) |
Based on 57,662,043 shares of Common Stock outstanding, including 1,775,788 shares of restricted stock, as of
October 22, 2024, as disclosed in the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed by the Issuer with the SEC on October 31, 2024.
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| (2) |
Consists of (a) 2,741,160 shares of Common Stock owned by Mr. Richison, (b) 3,436,999 shares of Common
Stock owned by Ernest Group, (c) 56 shares of Common Stock owned by the ARR Trust, (d) 253 shares of Common Stock owned by the ALR Trust, (e) 253 shares of Common Stock owned by the IDR Trust, (f) 12,500 shares of Common Stock owned by the Spouse
Trust, (g) 1,012 shares of Common Stock owned by the RWP Trust, (h) 1,012 shares of Common Stock owned by the LWR Trust, (i) 1,012 shares of Common Stock owned by the KGR Trust, (j) 1,012 shares of Common Stock owned by the SER Trust, (k) 1,012
shares of Common Stock owned by the CBP Trust, and (l) 1,012 shares of Common Stock owned by the FPR Trust. |