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Filing Details

Accession Number:: 0000950170-23-062249
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-11-09 17:51:11
Reporting Period:: 2023-11-07

Accepted Time:: 2023-11-09 17:51:11
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
1746255	Erin Leagh Turner	C/O Ceridian Hcm Holding Inc. 3311 East Old Shakopee Road Minneapolis MN 55425	Co-Chief Executive Officer	No	No	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	Acquisiton	2023-11-07	7,084	$49.93	252,285	No	4	M	Direct
Common Stock	Disposition	2023-11-07	4,498	$65.85	247,787	No	4	S	Direct
Common Stock	Disposition	2023-11-07	2,586	$66.41	245,201	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
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	Option (Right to Purchase)	Disposition	2023-11-07	7,084	$0.00	7,084	$49.93

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0		2029-03-20	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)	$65.26	2030-05-08	187,321	187,321	Direct
Common Stock	Option (Right to Purchase)	$80.95	2031-03-08	132,124	132,124	Direct
Common Stock	Performance Units	$0.00	2031-03-08	3,237	3,237	Direct
Common Stock	Performance Units	$0.00	2031-03-08	16,182	16,182	Direct
Common Stock	Performance Units	$0.00	2032-02-24	4,705	4,705	Direct
Common Stock	Performance Units	$0.00	2032-02-24	52,922	52,922	Direct
Common Stock	Performance Units	$0.00	2033-02-28	6,034	6,034	Direct
Common Stock	Performance Units	$0.00	2033-02-28	68,558	68,558	Direct
Common Stock	Performance Units	$0.00	2033-02-28	27,423	27,423	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2030-05-08	187,321	187,321	Direct
2031-03-08	132,124	132,124	Direct
2031-03-08	3,237	3,237	Direct
2031-03-08	16,182	16,182	Direct
2032-02-24	4,705	4,705	Direct
2032-02-24	52,922	52,922	Direct
2033-02-28	6,034	6,034	Direct
2033-02-28	68,558	68,558	Direct
2033-02-28	27,423	27,423	Direct

Footnotes

The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan, adopted by the Reporting Person on November 4, 2022.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.25 to $66.24 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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.25 to $66.62 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, subject to forfeiture should the recipient fail to make an election to convert to shares prior to the ten year anniversary of the grant date, (i) of the 50,000 RSUs granted on September 4, 2018, 41,500 shares of Common Stock are issuable at the election of the recipient, (ii) 50,000 RSUs granted on September 9, 2019, that are issuable as shares of Common Stock at the election of the recipient, (iii) 1,538 RSUs granted on February 28, 2020, that are issuable as shares of Common Stock at the election of the recipient; and (iv) 20,073 RSUs granted on May 8, 2020, that are issuable as shares of Common Stock at the election of the recipient.
Includes, subject to forfeiture should the recipient fail to make an election to convert to shares prior to the ten year anniversary of the grant date, (i) of the 63,532 RSUs granted on February 24, 2022, 21,177 shares of Common Stock are issuable at the election of the recipient, 21,177 RSUs vest and become issuable at the election of the recipient on February 24, 2024, and 21,178 RSUs vest and become issuable at the election of the recipient on February 24, 2025; and (ii) shares of Common Stock issuable pursuant to RSUs, granted on February 28, 2023, of which 22,852 RSUs vest and become issuable at the election of the recipient on February 28, 2024, and 22,853 RSUs vest and become issuable at the election of the recipient on each of February 28, 2025, and February 28, 2026.
Fully vested and exercisable.
Consists of 140,490 vested and exercisable options as of May 8, 2023, and 46,831 options that vest and become exercisable on May 8, 2024.
Consists of 66,062 vested and exercisable options as of March 8, 2023, and 33,031 options that vest and become exercisable on each of March 8, 2024 and March 8, 2025.
The vesting of 3,237 performance stock units ("PSUs") occurred on March 8, 2022, and the recipient has until March 8, 2031 to elect to convert any or all of the vested PSUs into shares of Common Stock.
The vesting of 5,394 PSUs occurred on each of March 8, 2022 and March 8, 2023 respectively, and the recipient has until March 8, 2031 to elect to convert any or all of the vested PSUs into shares of Common Stock. The vesting of 5,394 PSUs occurs on March 8, 2024.
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 the vesting of 4,705 of the 5,648 PSUs granted on February 24, 2022. The vesting of the 4,705 PSUs occurred on February 24, 2023, and the recipient has until February 24, 2032 to elect to convert any or all of the vested PSUs into shares of Common Stock.
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 converts into 0.833 shares of Common Stock upon vesting and issuance. As a result, 17,640 PSUs vested on February 24, 2023, and the recipient has until February 24, 2032 to elect to convert any or all of the vested PSUs into shares of Common Stock. The vesting of 17,641 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.