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

1. Name and Address of Reporting Person *

Richison Chad R.
2. Issuer Name and Ticker or Trading Symbol

Paycom Software, Inc. [ PAYC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
President and CEO
(Last)          (First)          (Middle)

7501 W. MEMORIAL ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

5/10/2020
(Street)

OKLAHOMA CITY, OK 73142
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 5/10/2020  F  9314 (1)D$272.03 4193370 (2)D  
Common Stock         3670999 I By Ernest Group, Inc. (3)
Common Stock         229135 I By The Ruby Group, Inc. (4)
Common Stock         56 I By Abrie R. Richison 2012 Irrevocable Trust U/T/A DTD 12/21/2012 (5)
Common Stock         56 I By Ava L. Richison 2012 Irrevocable Trust U/T/A DTD 12/21/2012 (6)
Common Stock         56 I By Ian D. Richison 2012 Irrevocable Trust U/T/A DTD 12/21/2012 (7)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Represents shares of common stock of Paycom Software, Inc. (the "Issuer") withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of 21,000 shares of restricted stock granted to the reporting person on January 17, 2019. No shares were issued or sold in this transaction.
(2) Includes 224,000 unvested shares of restricted stock.
(3) Represents shares of common stock owned by Ernest Group, Inc. ("Ernest Group"). The reporting person is the sole director of Ernest Group and Ernest Group is wholly owned by the reporting person and certain trusts for the reporting person's children, for which the reporting person serves as trustee. The reporting person may be deemed to beneficially own the shares of common stock owned by Ernest Group.
(4) Represents shares of common stock owned by The Ruby Group, Inc. ("Ruby Group"). The reporting person is the sole director and sole shareholder of Ruby Group and may be deemed to beneficially own the shares of common stock owned by Ruby Group.
(5) Represents shares of common stock owned by the Abrie R. Richison 2012 Irrevocable Trust U/T/A DTD 12/21/2012 (the "Abrie R. Richison 2012 Irrevocable Trust"). The reporting person is the settlor and sole trustee for the Abrie R. Richison 2012 Irrevocable Trust, which is for the benefit of the reporting person's child. The reporting person may be deemed to beneficially own the shares of common stock owned by the Abrie R. Richison 2012 Irrevocable Trust.
(6) Represents shares of common stock owned by the Ava L. Richison 2012 Irrevocable Trust U/T/A DTD 12/21/2012 (the "Ava L. Richison 2012 Irrevocable Trust"). The reporting person is the settlor and sole trustee for the Ava L. Richison 2012 Irrevocable Trust, which is for the benefit of the reporting person's child. The reporting person may be deemed to beneficially own the shares of common stock owned by the Ava L. Richison 2012 Irrevocable Trust.
(7) Represents shares of common stock owned by the Ian D. Richison 2012 Irrevocable Trust U/T/A DTD 12/21/2012 (the "Ian D. Richison 2012 Irrevocable Trust"). The reporting person is the settlor and sole trustee for the Ian D. Richison 2012 Irrevocable Trust, which is for the benefit of the reporting person's child. The reporting person may be deemed to beneficially own the shares of common stock owned by the Ian D. Richison 2012 Irrevocable Trust.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Richison Chad R.
7501 W. MEMORIAL ROAD
OKLAHOMA CITY, OK 73142
XXPresident and CEO

Signatures
/s/ Chad Richison5/11/2020
**Signature of Reporting PersonDate

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