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SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Glenn Ryan
(Last) (First) (Middle)
C/O 1400 AMERICAN LANE
(Street)
SCHAUMBURG IL 60173
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/11/2022 		3. Issuer Name and Ticker or Trading Symbol
Paylocity Holding Corp [ PCTY ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CFO and Treasurer
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001 13,869 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Market Stock Units 09/01/2023(1) (2) Common Stock, par value $0.001 1,826(3) 0.0 D
Market Stock Units 09/01/2024(1) (2) Common Stock, par value $0.001 1,409(4) 0.0 D
Explanation of Responses:
1. Represents the vesting and release date for these awards.
2. Market stock units do not expire; they either vest or are canceled prior to or upon the vesting date.
3. Reflects a target number of market stock units (MSUs) subject to an award as presented in the table which will entitle Reporting Person to receive one (1) share of Common Stock per MSU. The number of MSUs that vest may be 0%-200% of this number ("awarded units"), depending upon performance. Following the achievement by the Issuer of certain total shareholder return objectives, the awarded units will vest on September 1, 2023 and will be settled pursuant to the terms of the Issuer's 2014 Equity Incentive Plan.
4. Reflects a target number of market stock units (MSUs) subject to an award as presented in the table which will entitle Reporting Person to receive one (1) share of Common Stock per MSU. The number of MSUs that vest may be 0%-200% of this number ("awarded units"), depending upon performance. Following the achievement by the Issuer of certain total shareholder return objectives, the awarded units will vest on September 1, 2024 and will be settled pursuant to the terms of the Issuer's 2014 Equity Incentive Plan.
Remarks:
Exhibit List Exhibit 24 - Power of Attorney
/s/ Kris Kang, attorney-in-fact to Ryan Glenn 03/15/2022
** 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 5 (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.
                            Exhibit 24
                RYAN GLENN
            POWER OF ATTORNEY
        FOR SECTION 16 REPORTING PURPOSES

    Know all by these presents, that the undersigned hereby
constitutes and appoints each of Nick Rost, Steven Beauchamp,
Toby J. Williams, Amber Livingston, Kris Kang, Joseph Fore
and Louann Richard or any of them signing singly, and with
full power of substitution, as the undersigned's true and lawful
attorney-in-fact to:

1)     prepare, execute for and on behalf of the undersigned Forms
3, 4, and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder,
and any other forms or reports the undersigned may be
required to file in connection with the undersigned's
ownership, acquisition, or disposition of securities of
Paylocity Holding Corporation (the "Company");

(2)     do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
and execute any such Form 3, 4, or 5, or other form or
report, and timely file such form or report with the United
States Securities and Exchange Commission and any stock
exchange or similar authority; and

(3)     take any other action of any type whatsoever in connection
with the foregoing, which, in the opinion of such attorney-
in-fact, may be of benefit to, in the best interest of, or
legally required by, the undersigned, it being understood
that the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms
and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

     The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully do
or cause to be done by virtue of this power of attorney and the
rights and powers herein granted.  The undersigned acknowledges that
the foregoing attorney-in-fact, in serving in such capacity at the
request of the undersigned, is not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934.

    This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4, and 5
with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorneys-
in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of February 7, 2022.



/s/ Ryan Glenn
Ryan Glenn