Chief Revenue Officer Mueller Charles Steven returned $9,601,898 worth of shares to the company (488,415 units at $19.66) and was granted 61,664 shares, closing all direct ownership in the company (SEC Form 4)
$PYCR
Computer Software: Prepackaged Software
Technology
| 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PAYCOR HCM, INC. [ PYCR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/14/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 04/14/2025 | D(1)(2) | 426,751 | D | $22.5 | 0 | D | |||
| Common Stock | 04/14/2025 | A | 61,664(3) | A | $0 | 61,664 | D | |||
| Common Stock | 04/14/2025 | D | 61,664 | D | (4) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Option (Right to Buy) | $23 | 04/14/2025 | D | 133,547 | (5) | 07/20/2031 | Common Stock | 133,547 | $0 | 0 | D | ||||
| Stock Option (Right to Buy) | $29.56 | 04/14/2025 | D | 140,107 | (5) | 10/01/2032 | Common Stock | 140,107 | $0 | 0 | D | ||||
| Stock Option (Right to Buy) | $22.83 | 04/14/2025 | D | 92,184 | (5) | 10/01/2033 | Common Stock | 92,184 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the Agreement and Plan of Merger, dated as of January 7, 2025 (the "Merger Agreement"), by and among the Issuer, Paychex, Inc. ("Parent"), and Skyline Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of the Issuer's common stock, par value $0.001 per share ("Common Stock"), owned by the reporting person immediately prior to the Effective Time was automatically cancelled and converted into the right to receive $22.50 per share in cash, without interest (the "Per Share Price"). |
| 2. The shares of Common Stock reported as disposed by the reporting person include in the aggregate 262,357 shares underlying unvested restricted stock awards and unvested restricted stock units ("Company Stock Awards") which, pursuant to the Merger Agreement, were, at or immediately prior to the Effective Time, exchanged for a number of shares of restricted stock and restricted stock units, as applicable, of Parent subject to the same terms and conditions as were applicable to such Company Stock Awards immediately prior to the Effective Time. |
| 3. Represents a deemed acquisition of shares of Common Stock underlying unvested performance-based restricted stock units ("PSUs") based on the actual level of performance as of the Effective Time, as determined in good faith by the Compensation and Benefits Committee of the Board of Directors of the Issuer, as provided under the terms of the Merger Agreement. |
| 4. Pursuant to the Merger Agreement, at or immediately prior to the Effective Time, each PSU was exchanged for a number of restricted stock units of Parent, subject to the same terms and conditions (excluding any performance-based vesting conditions) as were applicable to such PSUs immediately prior to the Effective Time. |
| 5. Pursuant to the Merger Agreement, this stock option was, at the Effective Time, automatically cancelled for no consideration. |
| /s/ Bryan Jacobs, by Power of Attorney | 04/15/2025 | |
| ** 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. | ||