Sec Form 4 Filing - Scutt Joshua @ Paylocity Holding Corp - 2024-08-15

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 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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1. Name and Address of Reporting Person Scutt Joshua 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) Senior Vice President Sales (Last) (First) (Middle) C/O 1400 AMERICAN LANE 3. Date of Earliest Transaction (MM/DD/YY) 08/15/2024 (Street) SCHAUMBURG, IL60173 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 08/15/2024 A 16,625 ( 1 ) A $ 0 45,324 D Common Stock, par value $0.001 08/15/2024 F 617 D $ 151.43 44,707 D

< td style="text-align: center;">$ 0 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Market Stock Units ( 2 ) 08/15/2024 A 2,375 ( 3 ) ( 4 ) ( 5 ) Common Stock, par value $0.001 2,375 $ 0 2,375 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Scutt Joshua C/O 1400 AMERICAN LANE SCHAUMBURG, IL60173 Senior Vice President Sales Signatures /s/ Kris Kang, attorney-in-fact to Joshua Scutt 08/19/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects the grant of restricted stock units (RSUs) that will entitle Reporting Person to receive one (1) share of Common Stock per RSU. The RSUs will vest over four years beginning on the date of grant at a rate of 6.25% vesting every three months. The grant will be settled pursuant to the terms of the Issuer's 2023 Equity Incentive Plan. ( 2 )Each market stock unit (MSU) represents the contingent right to receive one (1) share of Issuer common stock. ( 3 )Reflects the grant of a target number MSUs subject to the award as presented in the table. The number of MSUs that ultimately vest may be 0%-200% of this number, depending upon the achievement by the Issuer of certain total shareholder return objectives. ( 4 )The MSUs have four separate performance periods, which begin August 31, 2024 and end November 30, 2026, February 28, 2027, May 31, 2027 and August 31, 2027, respectively. Twenty five percent (25%) of the total award may be earned after the end of each performance period and, to the extent earned, will vest quarterly. ( 5 )Market stock units do not expire; they either vest or are canceled prior to or upon the vesting 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).

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