This Amendment No. 9 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.
The Reporting Persons are filing this Amendment to report (i) the sale by
Mr. Richison of 420,865 shares of Common Stock on May 19, 2020, and (ii) the sale by The Ruby Group of 229,135 shares of Common Stock on May 19, 2020 (together, the Block Sale).
Item 4.
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Purpose of Transaction.
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Item 4 is hereby amended and supplemented as follows:
On May 12, 2020, the Registration Rights Agreement was terminated.
In connection with the Block Sale, Mr. Richison terminated the 10b5-1 Plan.
Item 5.
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Interest in Securities of the Issuer.
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Item 5 is hereby amended and restated in its entirety as follows:
(a)-(b) 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.
As of May 21, 2020, the Reporting Persons may be deemed to beneficially own the shares of Common Stock set forth in the table below:
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Reporting Person
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Number of
Shares
Beneficially
Owned
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Percentage of
Outstanding
Shares
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Sole Voting
Power
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Shared Voting
Power
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Sole
Dispositive
Power
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Shared
Dispositive
Power
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Ernest Group, Inc.
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3,670,999
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6.3
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%
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0
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3,670,999
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0
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3,670,999
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The Ruby Group, Inc.
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0
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0.0
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%
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0
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0
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0
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0
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Chad Richison
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7,443,672
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(1)
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12.7
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%
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3,772,505
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(2)
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3,671,167
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(3)
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3,548,505
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3,671,167
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(3)
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Abrie R. Richison 2012 Irrevocable Trust U/T/A DTD 12/21/2012
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56
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0.0
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%
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0
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56
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0
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56
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Ava L. Richison 2012 Irrevocable Trust U/T/A DTD 12/21/2012
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56
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0.0
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%
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0
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56
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0
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56
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Ian D. Richison 2012 Irrevocable Trust U/T/A DTD 12/21/2012
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56
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0.0
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%
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0
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56
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0
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56
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