Filing Details
- Accession Number:
- 0001209191-21-050831
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2021-08-11 16:16:05
- Reporting Period:
- 2021-08-11
- Accepted Time:
- 2021-08-11 16:16:05
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1725057 | Ceridian Hcm Holding Inc. | CDAY | Services-Prepackaged Software (7372) | 463231686 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1733805 | D David Ossip | C/O Ceridian Hcm Holding Inc. 3311 East Old Shakopee Road Minneapolis MN 55425 | Chairman And Ceo | Yes | Yes | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Acquisiton | 2021-08-11 | 750,000 | $17.20 | 1,309,873 | No | 4 | M | Direct | |
| Common Stock | Disposition | 2021-08-11 | 750,000 | $102.45 | 559,873 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | M | Direct | |
| No | 4 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Option (right to buy) | Disposition | 2021-08-11 | 750,000 | $0.00 | 750,000 | $17.20 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | 2027-03-20 | No | 4 | M | Direct |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Common Stock | 229,085 | Indirect | See Note |
Reported Derivative Holdings
| Sec. Name | Sec. Type | Price | Date | Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|---|---|---|---|
| Common Stock | Exchangeable Shares | $0.00 | 8,328 | 8,328 | Direct | ||
| Common Stock | Exchangeable Shares | $0.00 | 1,860,902 | 1,860,902 | Indirect | ||
| Common Stock | Option (right to buy) | $22.00 | 2028-04-25 | 1,358,697 | 1,358,697 | Direct | |
| Common Stock | Option (right to buy) | $44.91 | 2029-02-08 | 10,390 | 10,390 | Direct | |
| Common Stock | Option (right to buy) | $49.93 | 2029-03-20 | 1,750,000 | 1,750,000 | Direct | |
| Common Stock | Option (right to buy) | $65.26 | 2030-05-08 | 1,500,000 | 1,500,000 | Direct | |
| Common Stock | Option (right to buy) | $65.26 | 2030-05-08 | 321,734 | 321,734 | Direct | |
| Common Stock | Option (right to buy) | $80.95 | 2031-03-08 | 226,931 | 226,931 | Direct | |
| Common Stock | Performance Units | $0.00 | 2022-03-08 | 4,942 | 4,942 | Direct | |
| Common Stock | Performance Units | $0.00 | 2024-03-08 | 27,794 | 27,794 | Direct |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 8,328 | 8,328 | Direct | |
| 1,860,902 | 1,860,902 | Indirect | |
| 2028-04-25 | 1,358,697 | 1,358,697 | Direct |
| 2029-02-08 | 10,390 | 10,390 | Direct |
| 2029-03-20 | 1,750,000 | 1,750,000 | Direct |
| 2030-05-08 | 1,500,000 | 1,500,000 | Direct |
| 2030-05-08 | 321,734 | 321,734 | Direct |
| 2031-03-08 | 226,931 | 226,931 | Direct |
| 2022-03-08 | 4,942 | 4,942 | Direct |
| 2024-03-08 | 27,794 | 27,794 | Direct |
Footnotes
- Includes (i) 22,267 shares of Common Stock, (ii) 500,000 Restricted Stock Units (RSUs) granted on March 20, 2017, that are issuable at the election of the recipient; (iii) of the 3,129 RSUs granted on February 28, 2020, 1,043 shares are issuable at the election of the recipient, and 1,043 shares vest and become issuable at the election of the recipient on each of February 28, 2022 and February 28, 2023, and (iv) of the 34,477 RSUs granted on May 8, 2020, 11,492 shares are issuable at the election of the recipient, and 11,492 and 11,493 shares vest and become issuable at the election of the recipient on May 8, 2022 and May 8, 2023, respectively.
- Indirectly owned through OsFund Inc. The Reporting Person disclaims beneficial ownership except to the extent of the Reporting Person's pecuniary interest.
- Represents exchangeable shares of Ceridian AcquisitionCo ULC, a wholly owned subsidiary of the Issuer, that are exchangeable at the option of the holder for shares of common stock of the Issuer. Each exchangeable share is convertible into one share of common stock of the Issuer, subject to adjustments. The exchangeable shares are currently exercisable and have no expiration date.
- Indirectly owned through Osscer Inc. The Reporting Person disclaims beneficial ownership except to the extent of the Reporting Person's pecuniary interest.
- These options are vested and exercisable.
- Not Applicable.
- Consists of 1,019,022 vested and exercisable options as of April 25, 2021, and 339,675 options that vest and become exercisable on April 25, 2022.
- Consists of 5,194 vested and exercisable options as of February 8, 2021 and 2,598 options that vest and become exercisable on each of February 8, 2022 and February 8, 2023.
- Consists of 875,000 vested and exercisable options as of March 20, 2021 and 437,500 options that vest and become exercisable on each of March 20, 2022 and March 20, 2023.
- The vesting of eligible shares will occur on May 8, 2023 if certain performance criteria are met on or before May 8, 2023. If the performance criteria are met after May 8, 2023 and on or before May 8, 2025, the vesting of eligible shares will occur on the date the performance criteria is met. If the performance criteria are not met by May 8, 2025, the award will forfeit.
- Consists of 80,433 vested and exercisable options as of May 8, 2021, 80,433 options that vest and become exercisable on May 8, 2022, and 80,434 options that vest and become exercisable on each of May 8, 2023 and May 8, 2024.
- These options vest and become exercisable in four annual installments beginning on March 8, 2022.
- Each performance stock unit represents a contingent right to receive between .25 and 1.50 shares of Common Stock based upon the degree to which one or both of the Cloud Revenue and Adjusted EBITDA Margin performance metrics under the Companys 2021 Management Incentive Plan are satisfied. The performance stock units vest upon the later of (i) the date the Compensation Committee or the Board certify that one or both of the performance metrics have been met and (ii) March 8, 2022.
- Each performance stock unit represents a contingent right to receive between .25 and 1.50 shares of Common Stock based upon the degree to which one or both of the Cloud Revenue and Adjusted EBITDA Margin performance metrics contained in the performance stock unit award agreement are satisfied. The performance stock units will only vest if the achievement of one or both of the performance metrics is certified by the Compensation Committee or the Board of Directors of the Company to have been met, and then any such certified amount will vest one-third on each anniversary of the date of grant.
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