Filing Details
- Accession Number:
- 0001209191-22-017846
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2022-03-10 16:07:38
- Reporting Period:
- 2022-03-08
- Accepted Time:
- 2022-03-10 16:07:38
- 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 |
|---|---|---|---|---|---|---|---|
| 1775448 | R Christopher Armstrong | C/O Ceridian Hcm Holding Inc. 3311 E. Old Shakopee Road Minneapolis MN 55425 | Evp, Chief Operating Officer | No | 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 | Disposition | 2022-03-09 | 2,867 | $62.49 | 110,178 | No | 4 | S | Direct | |
| Common Stock | Acquisiton | 2022-03-08 | 2,428 | $0.00 | 112,606 | No | 4 | M | Direct | |
| Common Stock | Disposition | 2022-03-09 | 1,127 | $62.49 | 111,479 | No | 4 | S | Direct | |
| Common Stock | Acquisiton | 2022-03-08 | 6,176 | $0.00 | 117,655 | No | 4 | M | Direct | |
| Common Stock | Disposition | 2022-03-09 | 2,867 | $62.49 | 114,788 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | S | Direct | |
| No | 4 | M | Direct | |
| No | 4 | S | Direct | |
| 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 | Performance Units | Disposition | 2022-03-08 | 2,428 | $0.00 | 2,428 | $0.00 |
| Common Stock | Performance Units | Disposition | 2022-03-08 | 6,176 | $0.00 | 6,176 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | 2022-03-08 | No | 4 | M | Direct | |
| 12,353 | 2024-03-08 | No | 4 | M | Direct |
Reported Derivative Holdings
| Sec. Name | Sec. Type | Price | Date | Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|---|---|---|---|
| Common Stock | Option (right to buy) | $17.20 | 2027-04-27 | 2,907 | 2,907 | Direct | |
| Common Stock | Option (right to buy) | $22.00 | 2028-04-25 | 50,952 | 50,952 | Direct | |
| Common Stock | Option (right to buy) | $44.91 | 2029-02-08 | 50,000 | 50,000 | Direct | |
| Common Stock | Option (right to buy) | $44.91 | 2029-02-08 | 2,301 | 2,301 | Direct | |
| Common Stock | Option (right to buy) | $65.26 | 2030-05-08 | 107,244 | 107,244 | Direct | |
| Common Stock | Performance Units | $0.00 | 2023-02-24 | 2,775 | 2,775 | Direct | |
| Common Stock | Performance Units | $0.00 | 2025-02-24 | 21,177 | 21,177 | Direct |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 2027-04-27 | 2,907 | 2,907 | Direct |
| 2028-04-25 | 50,952 | 50,952 | Direct |
| 2029-02-08 | 50,000 | 50,000 | Direct |
| 2029-02-08 | 2,301 | 2,301 | Direct |
| 2030-05-08 | 107,244 | 107,244 | Direct |
| 2023-02-24 | 2,775 | 2,775 | Direct |
| 2025-02-24 | 21,177 | 21,177 | Direct |
Footnotes
- 2,867 shares of common stock were sold to cover withholding taxes as required pursuant to the terms of the restricted stock unit ("RSU") award agreement and 3,309 shares of common stock were issued to the Reporting Person in connection with the vesting of 6,176 RSUs on March 8, 2022.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.48 to $63.1365 inclusive. The reporting person undertakes to provide Ceridian HCM Holding Inc., any security holder of Ceridian HCM Holding Inc. or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- Given the Company's performance in 2021 and pursuant to the terms of the Company's 2021 Management Incentive Plan, each performance stock unit ("PSU") granted on March 8, 2021 converts into 1 share of common stock upon vesting. The vesting of 2,428 PSUs occurred on March 8, 2022.
- 1,127 shares of common stock were sold to cover withholding taxes as required pursuant to the terms of the PSU award agreement and 1,301 shares of common stock were issued to the Reporting Person in connection with the vesting of 2,428 PSUs on March 8, 2022.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.48 to $63.3752 inclusive. The reporting person undertakes to provide Ceridian HCM Holding Inc., any security holder of Ceridian HCM Holding Inc. or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- Given the Company's performance in 2021 and pursuant to the terms of the PSU award agreement, each PSU granted on March 8, 2021 converts into 1 share of common stock upon vesting. The vesting of 6,176 PSUs occurred on March 8, 2022, and the vesting of 6,176 and 6,177 PSUs occurs on each of March 8, 2023 and March 8, 2024, respectively.
- 2,867 shares of common stock were sold to cover withholding taxes as required pursuant to the terms of the PSU award agreement and 3,309 shares of common stock were issued to the Reporting Person in connection with the vesting of 6,176 PSUs on March 8, 2022.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.48 to $63.0169 inclusive. The reporting person undertakes to provide Ceridian HCM Holding Inc., any security holder of Ceridian HCM Holding Inc. or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- Includes (i) 49,995 shares of common stock; (ii) shares issuable pursuant to RSUs, granted on February 8, 2019, of which 12,500 shares vest on February 8, 2023; (iii) shares issuable pursuant to RSUs, granted on February 28, 2020, of which 513 shares vest on February 28, 2023; (iv) shares issuable pursuant to RSUs, granted on May 8, 2020, of which 3,831 shares vest on each of May 8, 2022 and May 8, 2023; (v) shares issuable pursuant to RSUs, granted on March 8, 2021, of which 6,176 shares vest on March 8, 2023, and 6,177 shares that vest on March 8, 2024; (vi) shares issuable pursuant to RSUs, granted on February 24, 2022, of which 7,059 shares vest on each of February 24, 2023, February 24, 2024 and February 24, 2025; and (vii) 10,588 shares issuable pursuant to RSUs, granted on February 24, 2022, which vest on June 30, 2023.
- Fully vested and exercisable.
- Consists of 33,968 vested and exercisable options as of April 25, 2021, and 16,984 options that vest and become exercisable on April 25, 2022.
- Consists of 37,500 vested and exercisable options as of February 8, 2022 and 12,500 options that vest and become exercisable on February 8, 2023.
- Consists of 1,725 vested and exercisable options as of February 8, 2022, and 576 options that vest and become exercisable on February 8, 2023.
- Consists of 26,811 vested and exercisable options as of May 8, 2021 and 26,811 options that vest and become exercisable on each of May 8, 2022, May 8, 2023 and May 8, 2024.
- Each PSU represents a contingent right to receive shares of common stock based upon the degree to which one or more of the performance metrics under the Company's 2022 Management Incentive Plan ("2022 MIP") are satisfied. The number of PSUs reported in columns 5, 7 and 9 of Table II reflects achievement at the target level of performance under the 2022 MIP. Based on actual results during the fiscal year ended December 31, 2022, the aggregate number of shares of common stock issued may range from zero shares to 167% of the target number of shares reported in columns 5, 7, and 9 of Table II. The PSUs will only vest upon the later of (i) the date the Compensation Committee or the Board of Directors of the Company certify that one or more of the performance metrics have been met under the 2022 MIP and (ii) the one year anniversary of the date of grant.
- Each PSU represents a contingent right to receive shares of common stock based upon the degree to which one or more of the performance metrics contained in the PSU award agreement ("PSU Agreement") are satisfied. The number of PSUs reported in columns 5, 7, and 9 of Table II reflects achievement at the target level of performance under the PSU Agreement. Based on actual results during the fiscal year ended December 31, 2022, the aggregate number of shares of common stock issued may range from zero shares to 167% of the target number of shares reported in columns 5, 7 and 9 of Table II. The PSUs will only vest if the achievement of one or more of the performance metrics under the PSU Agreement is certified to have been met by the Compensation Committee or the Board of Directors of the Company, and then any such certified amount will vest one-third on each anniversary of the date of grant.
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