This Amendment No. 15 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 2. Identity and Background.
Item 2(a) and Item 2(c) are hereby amended and restated in their entirety as follows:
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(a) |
This Schedule 13D is being filed jointly pursuant to Rule 13d-1 under
the Securities Exchange Act of 1934, as amended (the Exchange Act), on behalf of each of the following reporting persons (each, a Reporting Person and together, the Reporting Persons): Ernest
Group, Inc., an Oklahoma corporation (Ernest Group); and Chad Richison (Mr. Richison). |
Mr. Richison is the sole director of Ernest Group and Ernest Group is wholly owned by Mr. Richison and certain trusts for the benefit
of Mr. Richisons children, for which Mr. Richison serves as trustee. Mr. Richison may be deemed to beneficially own the shares of Common Stock owned by Ernest Group.
Mr. Richison is the settlor and sole trustee for each of (1) the Abrie R. Richison 2012 Irrevocable Trust U/T/A DTD 12/21/2012 (the
ARR Trust), (2) the Ava L. Richison 2012 Irrevocable Trust U/T/A DTD 12/21/2012 (the ALR Trust), (3) the Ian D. Richison 2012 Irrevocable Trust (the IDR Trust), (4) the Rome West Pedersen 2023
Irrevocable Trust (the RWP Trust), (5) the Lane West Richison 2022 Irrevocable Trust (the LWR Trust), (6) the Kase Gabriel Richison 2022 Irrevocable Trust (the KGR Trust), (7) the Sage
Elizabeth Richison 2022 Irrevocable Trust (the SER Trust), (8) the Charles Banks Pedersen 2022 Irrevocable Trust (the CBP Trust), and (9) the Faye Penelope Richison 2023 Irrevocable Trust (the FPR
Trust and, collectively with the ARR Trust, the ALR Trust, the IDR Trust, the RWP Trust, the LWR Trust, the KGR Trust, the SER Trust, and the CBP Trust, the Family Trusts and each, a Family Trust).
Each Family Trust is for the benefit of one of Mr. Richisons children or grandchildren. Mr. Richison may be deemed to beneficially own the shares of Common Stock owned by each of the Family Trusts.
The Charis Michelle Richison Trust (the Spouse Trust) is a revocable trust for the benefit of Mr. Richisons
spouse. Mr. Richison may be deemed to beneficially own the shares of Common Stock owned by the Spouse Trust.
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(c) |
Mr. Richison serves as the Co-Chief Executive Officer, President
and Chairman of the Board of Directors of the Issuer. Ernest Group is principally engaged in the business of investing in the Issuers securities. |
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and supplemented as follows:
Gift Transfers
On November 3,
2023, Mr. Richison (i) gifted 37 shares of Common Stock to the RWP Trust, and (ii) gifted 932 shares of Common Stock to the FPR Trust.
On December 11, 2023, Mr. Richison gifted 80 shares of Common Stock to each of the ALR Trust, the IDR Trust, the LWR Trust, the KGR
Trust, the SER Trust, the CBP Trust, the RWP Trust, and the FPR Trust.
Open Market Purchase
As Mr. Richison is subject to the reporting requirements of the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of
1976, in anticipation of the expiration of the five-year effective period of his prior HSR filing, an HSR filing was submitted on November 13, 2023, and following termination of the post-filing waiting period, Mr. Richison purchased 1
share of Common Stock in the open market for a purchase price of $201.86, thereby triggering the effectiveness of his recent HSR filing.