SEC Form 4 · accession 0001562180-19-001417
Paylocity Holding Corp · PCTY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey T Diehl
Director
Period of report
Feb 22, 2019
Accepted (ET)
Feb 26, 2019 · 4:29 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001591698
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001F1,F2 | Feb 22, 2019 | S | 11,361 | $89.56 | D | 520,335 | I | by Adams Street 2006 Direct Fund, L.P. |
| Common Stock, par value $0.001F1,F3 | Feb 22, 2019 | S | 12,830 | $89.56 | D | 587,600 | I | by Adams Street 2007 Direct Fund, L.P. |
| Common Stock, par value $0.001F1,F4 | Feb 22, 2019 | S | 18,348 | $89.56 | D | 840,326 | I | by Adams Street 2008 Direct Fund, L.P. |
| Common Stock, par value $0.001F1,F5 | Feb 22, 2019 | S | 3,803 | $89.56 | D | 174,187 | I | by Adams Street 2009 Direct Fund, L.P. |
| Common Stock, par value $0.001F1,F6 | Feb 22, 2019 | S | 2,160 | $89.56 | D | 98,948 | I | by Adams Street 2010 Direct Fund, L.P. |
| Common Stock, par value $0.001F1,F7 | Feb 22, 2019 | S | 1,736 | $89.56 | D | 79,495 | I | by Adams Street 2011 Direct Fund LP |
| Common Stock, par value $0.001F1,F8 | Feb 22, 2019 | S | 1,742 | $89.56 | D | 79,777 | I | by Adams Street 2012 Direct Fund LP |
| Common Stock, par value $0.001F1,F9 | Feb 22, 2019 | S | 6,720 | $89.56 | D | 307,760 | I | by Adams Street Co-Investment Fund II, L.P. |
| Common Stock, par value $0.001F2 | Feb 25, 2019 | S | 96,772 | $86.50 | D | 423,563 | I | by Adams Street 2006 Direct Fund, L.P. |
| Common Stock, par value $0.001F3 | Feb 25, 2019 | S | 109,283 | $86.50 | D | 478,317 | I | by Adams Street 2007 Direct Fund, L.P. |
| Common Stock, par value $0.001F4 | Feb 25, 2019 | S | 156,286 | $86.50 | D | 684,040 | I | by Adams Street 2008 Direct Fund, L.P. |
| Common Stock, par value $0.001F5 | Feb 25, 2019 | S | 32,396 | $86.50 | D | 141,791 | I | by Adams Street 2009 Direct Fund, L.P. |
| Common Stock, par value $0.001F6 | Feb 25, 2019 | S | 18,403 | $86.50 | D | 80,545 | I | by Adams Street 2010 Direct Fund, L.P. |
| Common Stock, par value $0.001F7 | Feb 25, 2019 | S | 14,785 | $86.50 | D | 64,710 | I | by Adams Street 2011 Direct Fund LP |
| Common Stock, par value $0.001F8 | Feb 25, 2019 | S | 14,837 | $86.50 | D | 64,940 | I | by Adams Street 2012 Direct Fund LP |
| Common Stock, par value $0.001F9 | Feb 25, 2019 | S | 57,238 | $86.50 | D | 250,522 | I | by Adams Street Co-Investment Fund II, L.P. |
| Common Stock, par value $0.001F10 | holding | — | — | — | 20,202 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $89.25 to $90.01, 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 this footnote 1.
- F10By agreement with Adams Street 2006 Direct Fund, L.P., Adams Street 2007 Direct Fund, L.P., Adams Street 2008 Direct Fund, L.P., Adams Street 2009 Direct Fund, L.P., Adams Street 2010 Direct Fund, L.P., Adams Street Co-Investment Fund II, L.P., Adams Street 2011 Direct Fund LP and Adams Street 2012 Direct Fund LP (collectively, the "Funds"), Mr. Diehl is deemed to hold these shares for the benefit of the Funds. Mr. Diehl disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
- F2Shares held directly by Adams Street 2006 Direct Fund, L.P. ("AS 2006") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2006. The securities owned by AS 2006 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (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.
- F3Shares held directly by Adams Street 2007 Direct Fund, L.P. ("AS 2007") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2007. The securities owned by AS 2007 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (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.
- F4Shares held directly by Adams Street 2008 Direct Fund, L.P. ("AS 2008") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2008. The securities owned by AS 2008 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (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.
- F5Shares held directly by Adams Street 2009 Direct Fund, L.P. ("AS 2009") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2009. The securities owned by AS 2009 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (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.
- F6Shares held directly by Adams Street 2010 Direct Fund, L.P. ("AS 2010") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2010. The securities owned by AS 2010 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (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.
- F7Shares held directly by Adams Street 2011 Direct Fund LP ("AS 2011") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2011's general partner. The securities owned by AS 2011 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (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.
- F8Shares held directly by Adams Street 2012 Direct Fund LP ("AS 2012") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS 2012's general partner. The securities owned by AS 2012 may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (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.
- F9Shares held directly by Adams Street Co-Investment Fund II, L.P. ("AS CIF") and indirectly by Adams Street Partners, LLC, as the managing member of the general partner of AS CIF. The securities owned by AS CIF may be deemed to be beneficially owned by Adams Street Partners, LLC. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang are partners of Adams Street Partners, LLC (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.
Remarks
Exhibit List Exhibit 24 - Power of Attorney