Filing Details
- Accession Number:
- 0001209191-23-013684
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2023-02-28 16:39:15
- Reporting Period:
- 2023-02-24
- Accepted Time:
- 2023-02-28 16:39:15
- 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 | 2023-02-27 | 3,242 | $72.44 | 93,333 | No | 4 | S | Direct | |
| Common Stock | Acquisiton | 2023-02-24 | 2,312 | $0.00 | 95,645 | No | 4 | M | Direct | |
| Common Stock | Disposition | 2023-02-27 | 929 | $72.44 | 94,716 | No | 4 | S | Direct | |
| Common Stock | Acquisiton | 2023-02-24 | 5,880 | $0.00 | 100,596 | No | 4 | M | Direct | |
| Common Stock | Disposition | 2023-02-27 | 2,700 | $72.44 | 97,896 | 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 | 2023-02-24 | 2,312 | $0.00 | 2,312 | $0.00 |
| Common Stock | Performance Units | Disposition | 2023-02-24 | 5,880 | $0.00 | 5,880 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | 2023-02-24 | No | 4 | M | Direct | |
| 11,760 | 2025-02-24 | 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) | $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 | 2024-03-08 | 12,353 | 12,353 | Direct |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 2029-02-08 | 50,000 | 50,000 | Direct |
| 2029-02-08 | 2,301 | 2,301 | Direct |
| 2030-05-08 | 107,244 | 107,244 | Direct |
| 2024-03-08 | 12,353 | 12,353 | Direct |
Footnotes
- 3,242 shares of common stock of the Issuer ("Common Stock") were sold to cover withholding taxes as required pursuant to the terms of the restricted stock unit ("RSU") award agreement and 3,817 shares of Common Stock were issued to the Reporting Person in connection with the vesting of 7,059 RSUs on February 24, 2023.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.41 to $72.44 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.
- Pursuant to the terms of the Company's 2022 Management Incentive Plan, the Company achieved a total payout of 83.3% under the performance metrics resulting in 2,312 shares of Common Stock vesting of the 2,775 performance stock units ("PSU") granted on February 24, 2022.
- 929 shares of Common Stock were sold to cover withholding taxes as required pursuant to the terms of the PSU award agreement and 1,383 shares of Common Stock were issued to the Reporting Person in connection with the vesting of 2,312 PSUs on February 24, 2023.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.335 to $72.44 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.
- Pursuant to the terms of the PSU award agreement, the Company achieved a total payout of 83.3% under the performance metrics, and each PSU converted into 0.833 shares of Common Stock upon vesting. As a result, 5,880 PSUs vested on February 24, 2023, and 5,880 PSUs will vest on each of February 24, 2024 and February 24, 2025.
- 2,700 shares of Common Stock were sold to cover withholding taxes as required pursuant to the terms of the PSU award agreement and 3,180 shares of Common Stock were issued to the Reporting Person in connection with the vesting of 5,880 PSUs on February 24, 2023.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.335 to $72.44 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) 56,493 shares of Common Stock; (ii) shares of Common Stock issuable pursuant to RSUs, granted on February 28, 2020, of which 513 shares vest on February 28, 2023; (iv) shares of Common Stock issuable pursuant to RSUs, granted on May 8, 2020, of which 3,831 shares vest on May 8, 2023; (v) shares of Common Stock 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 of Common Stock issuable pursuant to RSUs, granted on February 24, 2022, of which 7,059 shares vest on each of February 24, 2024 and February 24, 2025; and (vii) 10,588 shares of Common Stock issuable pursuant to RSUs, granted on February 24, 2022, which vest on June 30, 2023.
- Fully vested and exercisable.
- Consists of 53,622 vested and exercisable options as of May 8, 2022 and 26,811 options that vest and become exercisable on each of May 8, 2023 and May 8, 2024.
- Given the Company's performance in 2021 and pursuant to the terms of the PSU award agreement, each PSU granted on March 8, 2021 converted into 1 share of Common Stock upon vesting. The vesting of 6,176 and 6,177 PSUs occurs on each of March 8, 2023 and March 8, 2024, respectively.
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