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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
 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*
VILLAR RAUL JR.
(Last) (First) (Middle)
C/O PAYCOR HCM, INC.
4811 MONTGOMERY ROAD
(Street)
CINCINNATI OH 45212
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PAYCOR HCM, INC. [ PYCR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
04/14/2025
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 04/14/2025 D(1)(2) 823,741 D $22.5 0 D
Common Stock 04/14/2025 D(1) 25,000 D $22.5 0 I By Villar Joint Family Trust
Common Stock 04/14/2025 A 395,948(3) A $0 395,948 D
Common Stock 04/14/2025 D 395,948 D (4) 0 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
Stock Option (Right to Buy) $23 04/14/2025 D 367,254 (5) 07/20/2031 Common Stock 367,254 $0 0 D
Stock Option (Right to Buy) $29.56 04/14/2025 D 315,239 (5) 10/01/2032 Common Stock 315,239 $0 0 D
Stock Option (Right to Buy) $22.83 04/14/2025 D 218,937 (5) 10/01/2033 Common Stock 218,937 $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.
2. The shares of Common Stock reported as disposed by the reporting person include in the aggregate 578,274 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.
Grafico Azioni Paycor HCM (NASDAQ:PYCR)
Storico
Da Mar 2025 a Apr 2025 Clicca qui per i Grafici di Paycor HCM
Grafico Azioni Paycor HCM (NASDAQ:PYCR)
Storico
Da Apr 2024 a Apr 2025 Clicca qui per i Grafici di Paycor HCM