UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 70438V 106

Schedule 13G

1

Name of Reporting Person:
I.R.S. Identification No. of Above Person (Entities Only):
Steven Ira Sarowitz

2

Check the Appropriate Box if a Member of a Group*

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
United States of America

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
16,426,662 shares (1)

6

Shared Voting Power
685,740 shares (2)

7

Sole Dispositive Power
16,426,662 shares (1)

8

Shared Dispositive Power
685,740 shares (2)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
17,112,402 shares (1)(2)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

11

Percent of Class Represented by Amount in Row 9
33.3% (3)

12

Type of Reporting Person*
IN

CUSIP No. 70438V 106

Schedule 13G

Item 1.

(a)

Name of Issuer:
Paylocity Holding Corporation

(b)

Address of Issuer’s Principal Executive Offices:
3850 N. Wilke Road

Arlington Heights, IL 60004

Item 2.

(a)

Name of Person Filing:
Steven Ira Sarowitz

(b)

Address of Principal Business Office or, if none, Residence:
Paylocity Holding Corporation

3850 N. Wilke Road

Arlington Heights, IL 60004

(c)

Citizenship:
United States of America

(d)

Title of Class of Securities:
Common Stock, $0.001 Par Value Per Share

(e)

CUSIP Number:
70438V 106

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act

(b)

o

Bank as defined in section 3(a)(6) of the Act

(c)

o

Insurance company as defined in section 3(a)(19) of the Act

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E)

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F)

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G)

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940

(j)

o

Group, in accordance with § 240.13d-1(b)-1(ii)(J)

Not applicable.

CUSIP No. 70438V 106

Schedule 13G

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

17,112,402 shares (1)(2)

(b)

Percent of class:   

33.3% (3)

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:   

16,426,662 shares (1)

(ii)

Shared power to vote or to direct the vote:    

685,740 shares (2)

(iii)

Sole power to dispose or to direct the disposition of:   

16,426,662 shares (1)

(iv)

Shared power to dispose or to direct the disposition of:   

685,740 shares (2)

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

CUSIP No. 70438V 106

Schedule 13G

Item 10.

Certification

Not applicable.

Date:

February 7, 2017

By:

/s/ Steven Ira Sarowitz

Steven Ira Sarowitz