Edgar Filing: Paylocity Holding Corp

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Diehl Jeffrey T

2. Issuer Name and Ticker or Trading Symbol
Paylocity Holding Corp [PCTY]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

ONE NORTH WACKER, SUITE 2200

3. Date of Earliest Transaction (Month/Day/Year)
03/24/2014

(Street)

CHICAGO, IL 60606

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/24/2014		C		1,886,486	A	⁽¹⁾	2,221,893	I	by Adams Street 2006 Direct Fund, L.P. ⁽³⁾
Common Stock	03/24/2014		C		305,682	A	⁽²⁾	2,527,575	I	by Adams Street 2006 Direct Fund, L.P. ⁽³⁾
Common Stock	03/24/2014		S		189,412	D	$ 17	2,338,163	I	by Adams Street 2006 Direct Fund, L.P. ⁽³⁾
Common Stock	03/24/2014		C		2,130,362	A	⁽¹⁾	2,509,129	I	by Adams Street 2007 Direct Fund, L.P. ⁽⁴⁾
Common Stock	03/24/2014		C		345,200	A	⁽²⁾	2,854,329	I	by Adams Street 2007 Direct Fund, L.P. ⁽⁴⁾
Common Stock	03/24/2014		S		213,898	D	$ 17	2,640,431	I	by Adams Street 2007 Direct Fund, L.P. ⁽⁴⁾
Common Stock	03/24/2014		C		2,316,485	A	⁽¹⁾	2,728,343	I	by Adams Street 2008 Direct Fund, L.P. ⁽⁵⁾
Common Stock	03/24/2014		C		1,353,624	A	⁽²⁾	4,081,967	I	by Adams Street 2008 Direct Fund, L.P. ⁽⁵⁾
Common Stock	03/24/2014		S		305,896	D	$ 17	3,776,071	I	by Adams Street 2008 Direct Fund, L.P. ⁽⁵⁾
Common Stock	03/24/2014		C		846,130	A	⁽²⁾	846,130	I	by Adams Street 2009 Direct Fund, L.P. ⁽⁶⁾
Common Stock	03/24/2014		S		63,408	D	$ 17	782,722	I	by Adams Street 2009 Direct Fund, L.P. ⁽⁶⁾
Common Stock	03/24/2014		C		480,648	A	⁽²⁾	480,648	I	by Adams Street 2010 Direct Fund, L.P. ⁽⁷⁾
Common Stock	03/24/2014		S		36,019	D	$ 17	444,629	I	by Adams Street 2010 Direct Fund, L.P. ⁽⁷⁾
Common Stock	03/24/2014		C		386,152	A	⁽²⁾	386,152	I	by Adams Street 2011 Direct Fund LP ⁽⁸⁾
Common Stock	03/24/2014		S		28,937	D	$ 17	357,215	I	by Adams Street 2011 Direct Fund LP ⁽⁸⁾
Common Stock	03/24/2014		C		387,527	A	⁽²⁾	387,527	I	by Adams Street 2012 Direct Fund LP ⁽⁹⁾
Common Stock	03/24/2014		S		29,041	D	$ 17	358,486	I	by Adams Street 2012 Direct Fund LP ⁽⁹⁾
Common Stock	03/24/2014		C		1,494,968	A	⁽²⁾	1,494,968	I	by Adams Street Co-Investment Fund II, L.P. ⁽¹⁰⁾
Common Stock	03/24/2014		S		112,030	D	$ 17	1,382,938	I	by Adams Street Co-Investment Fund II, L.P. ⁽¹⁰⁾

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)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Stock

⁽¹⁾

03/24/2014

⁽¹⁾

2,829,729

⁽¹⁾

Common Stock

1,886,486

⁽¹⁾

by Adams Street 2006 Direct Fund, L.P. ⁽³⁾

Series A Preferred Stock

⁽¹⁾

03/24/2014

⁽¹⁾

3,195,543

⁽¹⁾

Common Stock

2,130,362

⁽¹⁾

by Adams Street 2007 Direct Fund, L.P. ⁽⁴⁾

Series A Preferred Stock

⁽¹⁾

03/24/2014

⁽¹⁾

3,474,728

⁽¹⁾

Common Stock

2,316,485

⁽¹⁾

by Adams Street 2008 Direct Fund, L.P. ⁽⁵⁾

Series B Preferred Stock

⁽²⁾

03/24/2014

⁽²⁾

458,524

⁽²⁾

Common Stock

305,682

⁽²⁾

by Adams Street 2006 Direct Fund, L.P. ⁽³⁾

Series B Preferred Stock

⁽²⁾

03/24/2014

⁽²⁾

517,800

⁽²⁾

Common Stock

345,200

⁽²⁾

by Adams Street 2007 Direct Fund, L.P. ⁽⁴⁾

Series B Preferred Stock

⁽²⁾

03/24/2014

⁽²⁾

2,030,436

⁽²⁾

Common Stock

1,353,624

⁽²⁾

by Adams Street 2008 Direct Fund, L.P. ⁽⁵⁾

Series B Preferred Stock

⁽²⁾

03/24/2014

⁽²⁾

1,269,196

⁽²⁾

Common Stock

846,130

⁽²⁾

by Adams Street 2009 Direct Fund, L.P. ⁽⁶⁾

Series B Preferred Stock

⁽²⁾

03/24/2014

⁽²⁾

720,972

⁽²⁾

Common Stock

480,648

⁽²⁾

by Adams Street 2010 Direct Fund, L.P. ⁽⁷⁾

Series B Preferred Stock

⁽²⁾

03/24/2014

⁽²⁾

579,228

⁽²⁾

Common Stock

386,152

⁽²⁾

by Adams Street 2011 Direct Fund LP ⁽⁸⁾

Series B Preferred Stock

⁽²⁾

03/24/2014

⁽²⁾

581,291

⁽²⁾

Common Stock

387,527

⁽²⁾

by Adams Street 2012 Direct Fund LP ⁽⁹⁾

Series B Preferred Stock

⁽²⁾

03/24/2014

⁽²⁾

2,242,452

⁽²⁾

Common Stock

1,494,968

⁽²⁾

by Adams Street Co-Investment Fund II, L.P. ⁽¹⁰⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Diehl Jeffrey T ONE NORTH WACKER, SUITE 2200 CHICAGO, IL 60606	X	X

Signatures

/s/ Scott Mayhew, attorney-in-fact to Jeffrey T. Diehl		03/26/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Series A Preferred Stock converted into the Issuer's Common Stock on a 3-for-2 basis and had no expiration date.
(2)	Series B Preferred Stock converted into the Issuer's Common Stock on a 3-for-2 basis and had no expiration date.
(3)	Shares held directly by Adams Street 2006 Direct Fund, L.P. ("AS 2006"). ASP 2006 Direct Management, LLC, the general partner of AS 2006, and Adams Street Partners, LLC ("ASP"), the managing member of ASP 2006 Direct Management, LLC, may each be deemed to have sole voting and investment power over the shares held by AS 2006. David Brett, Jeffrey T. Diehl, Elisha P. Gould III, Michael S. Lynn, Robin P. Murray, Sachin Tulyani, Craig D. Waslin and David Welsh are partners of ASP (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2006. Such persons and entities disclaim beneficial ownership of shares held by AS 2006, except to the extent of any pecuniary interest therein.
(4)	Shares held directly by Adams Street 2007 Direct Fund, L.P. ("AS 2007"). ASP 2007 Direct Management, LLC, the general partner of AS 2007, and Adams Street Partners, LLC ("ASP"), the managing member of ASP 2007 Direct Management, LLC, may each be deemed to have sole voting and investment power over the shares held by AS 2007. David Brett, Jeffrey T. Diehl, Elisha P. Gould III, Michael S. Lynn, Robin P. Murray, Sachin Tulyani, Craig D. Waslin and David Welsh are partners of ASP (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2007. Such persons and entities disclaim beneficial ownership of shares held by AS 2007, except to the extent of any pecuniary interest therein.
(5)	Shares held directly by Adams Street 2008 Direct Fund, L.P. ("AS 2008"). ASP 2008 Direct Management, LLC, the general partner of AS 2008, and Adams Street Partners, LLC ("ASP"), the managing member of ASP 2008 Direct Management, LLC, may each be deemed to have sole voting and investment power over the shares held by AS 2008. David Brett, Jeffrey T. Diehl, Elisha P. Gould III, Michael S. Lynn, Robin P. Murray, Sachin Tulyani, Craig D. Waslin and David Welsh are partners of ASP (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2008. Such persons and entities disclaim beneficial ownership of shares held by AS 2008, except to the extent of any pecuniary interest therein.
(6)	Shares held directly by Adams Street 2009 Direct Fund, L.P. ("AS 2009"). ASP 2009 Direct Management, LLC, the general partner of AS 2009, and Adams Street Partners, LLC ("ASP"), the managing member of ASP 2009 Direct Management, LLC, may each be deemed to have sole voting and investment power over the shares held by AS 2009. David Brett, Jeffrey T. Diehl, Elisha P. Gould III, Michael S. Lynn, Robin P. Murray, Sachin Tulyani, Craig D. Waslin and David Welsh are partners of ASP (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2009. Such persons and entities disclaim beneficial ownership of shares held by AS 2009, except to the extent of any pecuniary interest therein.
(7)	Shares held directly by Adams Street 2010 Direct Fund, L.P. ("AS 2010"). ASP 2010 Direct Management, LLC, the general partner of AS 2010, and Adams Street Partners, LLC ("ASP"), the managing member of ASP 2010 Direct Management, LLC, may each be deemed to have sole voting and investment power over the shares held by AS 2010. David Brett, Jeffrey T. Diehl, Elisha P. Gould III, Michael S. Lynn, Robin P. Murray, Sachin Tulyani, Craig D. Waslin and David Welsh are partners of ASP (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2010. Such persons and entities disclaim beneficial ownership of shares held by AS 2010, except to the extent of any pecuniary interest therein.
(8)	Shares held directly by Adams Street 2011 Direct Fund LP ("AS 2011"). ASP 2011 Direct Management, LP, the general partner of AS 2011, ASP 2011 Direct Management, LLC, the general partner of ASP 2011 Direct Management, LP, and Adams Street Partners, LLC ("ASP"), the managing member of ASP 2011 Direct Management, LLC, may each be deemed to have sole voting and investment power over the shares held by AS 2011. David Brett, Jeffrey T. Diehl, Elisha P. Gould III, Michael S. Lynn, Robin P. Murray, Sachin Tulyani, Craig D. Waslin and David Welsh are partners of ASP (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2011. Such persons and entities disclaim beneficial ownership of shares held by AS 2011, except to the extent of any pecuniary interest therein.
(9)	Shares held directly by Adams Street 2012 Direct Fund LP ("AS 2012"). ASP 2012 Direct Management, LP, the general partner of AS 2012, ASP 2012 Direct Management, LLC, the general partner of ASP 2012 Direct Management, LP, and Adams Street Partners, LLC ("ASP"), the managing member of ASP 2012 Direct Management, LLC, may each be deemed to have sole voting and investment power over the shares held by AS 2012. David Brett, Jeffrey T. Diehl, Elisha P. Gould III, Michael S. Lynn, Robin P. Murray, Sachin Tulyani, Craig D. Waslin and David Welsh are partners of ASP (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2012. Such persons and entities disclaim beneficial ownership of shares held by AS 2012, except to the extent of any pecuniary interest therein.
(10)	Shares held directly by Adams Street Co-Investment Fund II, L.P. ("AS CIF"). ASP Direct Co-Invest Management II, LLC, the general partner of AS CIF, and Adams Street Partners, LLC ("ASP"), the managing member of ASP Direct Co-Invest Management II, LLC, may each be deemed to have sole voting and investment power over the shares held by AS CIF. David Brett, Jeffrey T. Diehl, Elisha P. Gould III, Michael S. Lynn, Robin P. Murray, Sachin Tulyani, Craig D. Waslin and David Welsh are partners of ASP (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS CIF. Such persons and entities disclaim beneficial ownership of shares held by AS CIF, except to the extent of any pecuniary interest therein.

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