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Filing Details

Accession Number:: 0001209191-23-017890
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-03-10 17:14:32
Reporting Period:: 2023-03-08

Accepted Time:: 2023-03-10 17:14:32
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

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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	2023-03-09	2,845	$71.69	122,238	No	4	S	Direct
Common Stock	Acquisiton	2023-03-08	6,176	$0.00	128,414	No	4	M	Direct
Common Stock	Disposition	2023-03-09	2,845	$71.69	125,569	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	S	Direct
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	Performance Units	Disposition	2023-03-08	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
6,177		2031-03-08	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 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	2032-02-24	11,760	11,760	Direct
Common Stock	Performance Units	$0.00	2033-02-28	3,952	3,952	Direct
Common Stock	Performance Units	$0.00	2033-02-28	27,423	27,423	Direct
Common Stock	Performance Units	$0.00	2033-02-28	8,227	8,227	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
2032-02-24	11,760	11,760	Direct
2033-02-28	3,952	3,952	Direct
2033-02-28	27,423	27,423	Direct
2033-02-28	8,227	8,227	Direct

Footnotes

2,845 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 3,331 shares of Common Stock were issued to the Reporting Person in connection with the vesting of 6,176 RSUs on March 8, 2023.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.6694 to $71.69 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 performance stock unit ("PSU") award agreement, each PSU granted on March 8, 2021 converted into 1 share of Common Stock upon vesting. The vesting of 6,176 occurred on March 8, 2023, and the vesting of 6,177 PSUs occurs on March 8, 2024.
2,845 shares of Common Stock were sold to cover withholding taxes as required pursuant to the terms of the PSU award agreement and 3,331 shares of Common Stock were issued to the Reporting Person in connection with the vesting of 6,176 PSUs on March 8, 2023.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.69 to $71.7059 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) 63,432 shares of Common Stock; (ii) shares of Common Stock issuable pursuant to RSUs, granted on May 8, 2020, of which 3,831 shares vest on May 8, 2023; (iii) shares of Common Stock issuable pursuant to RSUs, granted on March 8, 2021, of which 6,177 shares vest on March 8, 2024; (iv) 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; (v) 10,588 shares of Common Stock issuable pursuant to RSUs, granted on February 24, 2022, which vest on June 30, 2023; and (vi) shares of Common Stock issuable pursuant to RSUs, granted on February 28, 2023, of which 9,141 shares vest on each of February 28, 2024, February 28, 2025 and February 28, 2026.
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.
Pursuant to the terms of the PSU award agreement, the vesting of 5,880 PSUs occurs on each of February 24, 2024 and February 24, 2025.
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 2023 Management Incentive Plan ("2023 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 2023 MIP. Based on actual results during the fiscal year ended December 31, 2023, 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 2023 MIP for the individual 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 annually over a three year period. 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 each of the preceding period beginning on January 1 and ending December 31, 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 annual performance metrics under the PSU Agreement is certified to have been met by the Compensation Committee or the Board of Directors of the Company for the prior period, and then any such certified amount will vest on the anniversary of the date of grant.
Each PSU represents a contingent right to receive shares of Common Stock based upon the degree to which the performance metric contained in the PSU Agreement is 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 period beginning January 1, 2023 and ending December 31, 2025, the aggregate number of shares of Common Stock issued may range from zero shares to 200% 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 the performance metric 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 on February 28, 2026.