Paylocity (PCTY) SVP uses 59 shares to cover tax withholding

Rhea-AI Filing Summary

Paylocity Holding Corp senior vice president reports small share disposition for taxes. Andrew Cappotelli transferred 59 shares of Paylocity common stock on a tax-withholding basis at a value of $106.49 per share and now holds 19,378 shares directly.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Cappotelli Andrew

(Last) (First) (Middle)

C/O 1400 AMERICAN LANE

(Street)

SCHAUMBURG IL 60173

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sr Vice President Operations

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

4. If Amendment, Date of 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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.001	03/02/2026		F		59	D	$106.49	19,378	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Remarks:

	/s/ Kris Kang, attorney-in-fact to Andrew Cappotelli	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

FAQ

What insider transaction did Paylocity (PCTY) report for Andrew Cappotelli?

Paylocity reported that senior vice president of operations Andrew Cappotelli disposed of 59 shares of common stock. The transaction was a tax-withholding disposition, meaning shares were used to cover tax obligations rather than sold in an open market trade.

Was the Paylocity (PCTY) insider transaction a market sale?

No, the Paylocity insider transaction was not a market sale. It was coded as an "F" transaction, indicating a tax-withholding disposition where shares are delivered to satisfy tax liability instead of being sold on the open market for investment purposes.

How many Paylocity (PCTY) shares did Andrew Cappotelli dispose of?

Andrew Cappotelli disposed of 59 shares of Paylocity common stock. The disposition was recorded at $106.49 per share to satisfy tax obligations, and it reduced his holdings only slightly compared to his remaining directly owned position after the transaction.

What is Andrew Cappotelli’s Paylocity (PCTY) share ownership after the transaction?

After the tax-withholding disposition, Andrew Cappotelli directly owns 19,378 shares of Paylocity common stock. This figure reflects his holdings following the 59-share transfer used to cover tax liabilities related to equity compensation or a similar taxable event.

What does transaction code "F" mean in the Paylocity (PCTY) Form 4?

Transaction code "F" on the Paylocity Form 4 indicates payment of an exercise price or tax liability by delivering securities. In this case, 59 shares were disposed of to cover taxes, distinguishing it from a discretionary buy or sell in the open market.

Is the Paylocity (PCTY) insider transaction considered a buy or sell?

The Paylocity insider transaction is categorized as a disposal, not a traditional buy or sell. It is specifically labeled a tax-withholding disposition, where shares are transferred to satisfy tax obligations associated with equity awards, rather than executed as an investment trade.