| Item 1. | |
| (a) | Name of issuer:
Paylocity Holding Corporation |
| (b) | Address of issuer's principal executive offices:
1400 American Lane, Schaumburg, IL, 60173 |
| Item 2. | |
| (a) | Name of person filing:
Steven Ira Sarowitz |
| (b) | Address or principal business office or, if none, residence:
Paylocity Holding Corporation
1400 American Lane
Schaumburg, IL 60173 |
| (c) | Citizenship:
United States of America |
| (d) | Title of class of securities:
Common Stock, $0.001 Par Value Per Share |
| (e) | CUSIP No.:
70438V106 |
| 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) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
| (i) | 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 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
8,849,667 shares, which includes 335 shares of common stock subject to outstanding restricted stock units which vest within 60 days of December 31, 2024. |
| (b) | Percent of class:
15.8%, based on 55,884,717 shares of common stock outstanding on December 31, 2024 (including 335 shares of common stock subject to outstanding restricted stock units which vest within 60 days of December 31, 2024). |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
8,329,667 shares, which includes 335 shares of common stock subject to outstanding restricted stock units which vest within 60 days of December 31, 2024.
|
| | (ii) Shared power to vote or to direct the vote:
520,000 shares held by the Jessica Sarowitz Declaration of Trust for which the Reporting Person's spouse is trustee and beneficiary and over which the Reporting Person may be deemed to share investment and dispositive power.
|
| | (iii) Sole power to dispose or to direct the disposition of:
8,329,667 shares, which includes 335 shares of common stock subject to outstanding restricted stock units which vest within 60 days of December 31, 2024.
|
| | (iv) Shared power to dispose or to direct the disposition of:
520,000 shares held by the Jessica Sarowitz Declaration of Trust for which the Reporting Person's spouse is trustee and beneficiary and over which the Reporting Person may be deemed to share investment and dispositive power.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
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Rule 13d-1(d)