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SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940 		 
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OMB Number: 3235-0287
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hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
CARNAHAN ELLEN
(Last) (First) (Middle)
C/O 3850 N. WILKE ROAD
(Street)
ARLINGTON HEIGHTS IL 60004
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Paylocity Holding Corp [ PCTY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/09/2016
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 11/09/2016 A 2,915(1) A $0.00 2,915 D
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. 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: 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
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 25% on November 16, 2016, 25% on February 16, 2017, 25% on May 16, 2017 and 25% on August 16, 2017. The grant will be settled pursuant to the terms of the Issuer's 2014 Equity Incentive Plan.
Remarks:
/s/ Scott Mayhew, attorney-in-fact to Ellen Carnahan 11/09/2016
** 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 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).
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.
					ELLEN CARNAHAN
					POWER OF ATTORNEY
				FOR SECTION 16 REPORTING PURPOSES

	Know all by these presents, that the undersigned hereby constitutes
and appoints each of Steven Beauchamp, Peter McGrail, Jay Schedler,
Ian Rogers and Scott Mayhew, 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 this 7th day of November, 2016.

/s/ Ellen Carnahan
Ellen Carnahan