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Filing Details

Accession Number:: 0001209191-22-017866
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-03-10 16:19:58
Reporting Period:: 2022-03-08

Accepted Time:: 2022-03-10 16:19:58
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
1866735	Everett William Mcdonald	C/O Ceridian Hcm Holding Inc. 3311 E. Old Shakopee Road Minneapolis MN 55425	Evp, Gc & Corporate Secretary	No	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
Common Stock	Disposition	2022-03-09	538	$62.48	36,865	No	4	S	Direct
Common Stock	Disposition	2022-03-09	6	$63.56	36,859	No	4	S	Direct
Common Stock	Acquisiton	2022-03-08	655	$0.00	37,514	No	4	M	Direct
Common Stock	Disposition	2022-03-09	200	$62.48	37,314	No	4	S	Direct
Common Stock	Acquisiton	2022-03-08	1,544	$0.00	38,858	No	4	M	Direct
Common Stock	Disposition	2022-03-09	476	$62.48	38,382	No	4	S	Direct
Common Stock	Disposition	2022-03-09	5	$63.49	38,377	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	S	Direct
No	4	S	Direct
No	4	M	Direct
No	4	S	Direct
No	4	M	Direct
No	4	S	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	Performance Units	Disposition	2022-03-08	655	$0.00	655	$0.00
Common Stock	Performance Units	Disposition	2022-03-08	1,544	$0.00	1,544	$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
3,088		2024-03-08	No	4	M	Direct

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Option (Right to Purchase)	$19.04	2027-12-20	3,750	3,750	Direct
Common Stock	Option (Right to Purchase)	$22.00	2028-04-25	34,674	34,674	Direct
Common Stock	Option (Right to Purchase)	$44.91	2029-02-08	995	995	Direct
Common Stock	Option (Right to Purchase)	$49.93	2029-03-20	28,626	28,626	Direct
Common Stock	Option (Right to Purchase)	$65.26	2030-05-08	14,299	14,299	Direct
Common Stock	Performance Units	$0.00	2023-02-24	1,695	1,695	Direct
Common Stock	Performance Units	$0.00	2025-02-24	14,118	14,118	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2027-12-20	3,750	3,750	Direct
2028-04-25	34,674	34,674	Direct
2029-02-08	995	995	Direct
2029-03-20	28,626	28,626	Direct
2030-05-08	14,299	14,299	Direct
2023-02-24	1,695	1,695	Direct
2025-02-24	14,118	14,118	Direct

Footnotes

544 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 1,000 shares of common stock were issued to the Reporting Person in connection with the vesting of 1,544 RSUs on March 8, 2022.
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 655 PSUs occurred on March 8, 2022.
200 shares of common stock were sold to cover withholding taxes as required pursuant to the terms of the PSU award agreement and 455 shares of common stock were issued to the Reporting Person in connection with the vesting of 655 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 $62.91 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 1,544 PSUs occurred on March 8, 2022, and the vesting of 1,544 PSUs occurs on each of March 8, 2023 and March 8, 2024.
481 shares of common stock were sold to cover withholding taxes as required pursuant to the terms of the PSU award agreement and 1,063 shares of common stock were issued to the Reporting Person in connection with the vesting of 1,544 PSUs on March 8, 2022.
Includes (i) 4,941 shares of common stock, (ii) shares issuable pursuant to RSUs, granted on February 28, 2020, of which 139 shares vest on February 28, 2023; (iii) shares issuable pursuant to RSUs, granted on May 8, 2020, of which 1,532 shares vest on each of May 8, 2022 and May 8, 2023; (iv) shares issuable pursuant to RSUs, granted on March 8, 2021, of which 1,544 shares vest on each of March 8, 2023 and March 8, 2024; (v) shares issuable pursuant to RSUs, granted on August 6, 2021, of which 813 shares vest on each of August 6, 2022, August 6, 2023, and August 6, 2024; (vi) shares issuable pursuant to RSUs, granted on February 24, 2022, of which 4,706 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 14,837 options that are vested and exercisable as of April 25, 2021, and 19,837 options that vest and become exercisable on April 25, 2022.
Consists of 663 options that are vested and exercisable as of February 8, 2022, and 332 options that vest and become exercisable on February 8, 2023.
Consists of 9,542 options that are vested and exercisable as of March 20, 2021, and 9,542 options that vest and become exercisable on each of March 20, 2022 and March 20, 2023.
Consists of 3,574 options that are vested and exercisable as of May 8, 2021, and 3,575 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.