| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
PAYCOM SOFTWARE, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
7501 W. Memorial Road, Oklahoma City,
OKLAHOMA
, 73142. |
Item 1 Comment:
This Amendment No. 20 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:
"On February 21, 2025, pursuant to the Paycom Software, Inc. 2023 Long-Term Incentive Plan (the "Plan") and the Issuer's standard form of Restricted Stock Unit Award Agreement - Time-Based Vesting (Executive) (the "Form of RSU Award Agreement"), Mr. Richison received an award of 43,148 restricted stock units, each representing a notional share of Common Stock of the Issuer, which will vest in three substantially equal tranches on February 5, 2026, February 5, 2027, and February 5, 2028, provided that Mr. Richison is employed by, or providing services to, the Issuer on the applicable vesting date. The foregoing description of the time-based restricted stock units award does not purport to be complete and is qualified in its entirety by reference to the Plan and the Form of RSU Award Agreement, each of which is incorporated herein by reference to Exhibits 99.5 and 99.6, respectively.
On February 21, 2025, pursuant to the Plan and the Issuer's standard form of Restricted Stock Unit Award Agreement - Performance-Based Vesting (the "Form of PSU Award Agreement"), Mr. Richison received an award of 43,148 restricted stock units, each representing a notional share of Common Stock, which will vest based on the Issuer's performance over a one-year performance period commencing on January 1, 2025 and ending on December 31, 2025. The number of performance-based restricted stock units that will vest and be converted into shares of Common Stock will be based on the Issuer's achievement of certain total revenue performance targets. The foregoing description of the performance-based restricted stock units award does not purport to be complete and is qualified in its entirety by reference to the Plan and the Form of PSU Award Agreement, each of which is incorporated herein by reference to Exhibits 99.5 and 99.7, respectively." |
| Item 4. | Purpose of Transaction |
| | Item 4 is hereby amended and supplemented as follows:
"On December 15, 2025, Ernest Group entered into a Sales Plan (the "December 2025 10b5-1 Plan") with JPMS, pursuant to which JPMS is authorized to sell up to 480,000 shares of Common Stock on behalf of Ernest Group during the period beginning on the later of (i) March 16, 2026 and (ii) the third trading day following disclosure of the Issuer's financial results on Form 10-K for the year ended December 31, 2025, and ending September 16, 2026, subject to earlier termination in accordance with the terms of the December 2025 10b5-1 Plan and applicable laws, rules and regulations. Transactions under the December 2025 10b5-1 Plan will be subject to certain price restrictions and other restrictions under the terms of the December 2025 10b5-1 Plan. The December 2025 10b5-1 Plan is intended to comply with the requirements of Rule 10b5-1(c) promulgated under the Act.
The foregoing description of the December 2025 10b5-1 Plan is qualified in its entirety by reference to the full text of the December 2025 10b5-1 Plan, a form of which is attached hereto as Exhibit 99.4 and incorporated herein by reference." |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) is hereby amended and restated in its entirety as follows:
"The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is stated in Items 11 and 13 on the cover pages hereto. The percentage reported in Item 13 on the cover pages hereto is based on (i) 56,269,005 shares of Common Stock outstanding, including 1,362,888 shares of restricted stock, as of October 28, 2025, as disclosed in the Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed by the Issuer with the SEC on November 6, 2025, and (ii) with respect to the cover page for Mr. Richison only, 14,382 shares of Common Stock issuable upon settlement of restricted stock units held by Mr. Richison that will vest within sixty days.
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." |
| (b) | Item 5(b) is hereby amended and restated in its entirety as follows:
"Number of shares as to which each Reporting Person has:
(i) sole power to vote or to direct the vote:
See Item 7 on the cover pages hereto.
(ii) shared power to vote or to direct the vote:
See Item 8 on the cover pages hereto.
(iii) sole power to dispose or to direct the disposition of:
See Item 9 on the cover pages hereto.
(iv) shared power to dispose or to direct the disposition of:
See Item 10 on the cover pages hereto." |
| (c) | Item 5(c) is hereby amended and restated in its entirety as follows: "Except as set forth on Annex B hereto, which is attached as Exhibit 99.2 and incorporated herein by reference, there were no transactions in the shares of Common Stock that were effected during the past sixty days by the Reporting Persons or since the most recent Schedule 13D filing, whichever is less." |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Item 6 is hereby amended and supplemented as follows:
"The information set forth in Item 3 and Item 4 of this Amendment is incorporated by reference into this Item 6." |
| Item 7. | Material to be Filed as Exhibits. |
| | Item 7 is hereby amended and restated in its entirety as follows:
"The following exhibits are filed as exhibits hereto:
99.1 Joint Filing Agreement, dated August 10, 2023, by and between Chad Richison and Ernest Group, Inc. (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed by the Reporting Persons with the SEC on August 11, 2023).
99.2* Annex B - Recent Transactions by the Reporting Persons.
99.3 Form of Sales Plan, dated June 13, 2025, by and between Ernest Group, Inc. and J.P. Morgan Securities LLC (incorporated by reference to Exhibit 99.4 to the Schedule 13D filed by the Reporting Persons with the SEC on June 16, 2025).
99.4* Form of Sales Plan, dated December 15, 2025, by and between Ernest Group, Inc. and J.P. Morgan Securities LLC.
99.5 Paycom Software, Inc. 2023 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.1 to the Issuer's Registration Statement on Form S-8 dated May 1, 2023, filed by the Issuer with the SEC on May 1, 2023).
99.6 Form of Restricted Stock Unit Award Agreement - Time-Based Vesting (Executive) under the Paycom Software, Inc. 2023 Long Term Incentive Plan (incorporated by reference to Exhibit 10.5 to the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed by the Issuer with the SEC on May 4, 2023).
99.7 Form of Restricted Stock Unit Award Agreement - Performance-Based Vesting under the Paycom Software, Inc. 2023 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K dated February 7, 2024, filed with the SEC on February 7, 2024)."
* Filed herewith |
