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Filing Details

Accession Number:: 0001209191-21-069003
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-12-10 16:08:11
Reporting Period:: 2021-12-08

Accepted Time:: 2021-12-10 16:08:11
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

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2021-12-08	500,000	$22.00	1,059,873	No	4	M	Direct
Common Stock	Disposition	2021-12-08	500,000	$105.37	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

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Option (right to buy)	Disposition	2021-12-08	500,000	$0.00	500,000	$22.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
858,697		2028-04-25	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

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Sec. Name	Sec. Type	Price	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)	$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
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.
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.
Not Applicable.
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 conditions for this award are based on the Issuer's performance on the New York Stock Exchange ("NYSE") with (i) 750,000 shares available to vest when the Issuer's per share closing price on the NYSE meets or exceeds $110.94, or 1.7 times the exercise price, for ten consecutive trading days ("Performance Metric #1") and (ii) the remaining 750,000 shares are available to vest when the Issuer's per share closing price on the NYSE meets or exceeds $130.52, or 2.0 times the exercise price, for ten consecutive trading days ("Performance Metric #2", collectively with Performance Metric #1, the "Performance Metrics"). The vesting conditions of the Performance Metrics must be achieved prior to May 8, 2025, or any unvested portion of the award will terminate. Further, no portion of the award will vest and become exercisable until May 8, 2023, the third anniversary of the date of grant (the "Time-Based Metric").
The shares underlying Performance Metric #1, which was achieved on October 6, 2021, will vest and become exercisable on May 8, 2023 provided that continuous employment of Mr. Ossip is maintained through that date. If Performance Metric #2 is met prior to satisfying the Time-Based Metric, the shares underlying Performance Metric #2 will vest and become exercisable on May 8, 2023 provided that continuous employment of Mr. Ossip is maintained through that date. If the Time-Based Metric is met and Performance Metric #2 has not been met on or prior to May 8, 2025, the award will be terminated.
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.