SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Throop Gerald C

(Last) (First) (Middle)
C/O CERIDIAN HCM HOLDING INC.
3311 EAST OLD SHAKOPEE ROAD

(Street)
MINNEAPOLIS MN 55425

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Ceridian HCM Holding Inc. [ CDAY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/15/2023 A 4,187(1) A $0.00 18,825(2) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Exchangeable Shares (3) (3) (3) Common Stock 23,185 23,185 D
Option (right to buy) $65.26 (4) 05/08/2030 Common Stock 11,916 11,916 D
Option (right to buy) $74.2 (4) 08/21/2030 Common Stock 4,643 4,643 D
Option (right to buy) $87.4 (4) 05/07/2031 Common Stock 10,069 10,069 D
Option (right to buy) $50.23 (4) 05/11/2032 Common Stock 17,555 17,555 D
Explanation of Responses:
1. 4,187 shares of common stock of the Issuer ("Common Stock") that are issuable pursuant to Restricted Stock Units ("RSUs"), granted on May 15, 2023, that vest as to 25% of the RSU on the last day of each three-month period commencing on the date of grant.
2. 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) 7,955 RSUs granted on April 25, 2018, that are issuable as shares of Common Stock at the election of the recipient; (ii) 3,988 RSUs granted on May 15, 2019, that are issuable as shares of Common Stock at the election of the recipient; (iii) of the 2,695 RSUs granted on August 21, 2020, 1,796 shares of Common Stock are issuable at the election of the recipient and 899 RSUs will vest and become issuable as shares of Common Stock at the election of the recipient on August 21, 2023; and (iv) 4,187 shares of Common Stock issuable pursuant to RSUs, granted on May 15, 2023, that vest and become issuable at the election of the recipient as to 25% of the RSU on the last day of each three-month period commencing on the date of grant.
3. Represents exchangeable shares of Ceridian AcquisitionCo ULC, a wholly owned subsidiary of the Issuer, that are exchangeable at the option of the holder for shares of common stock of the Issuer. Each exchangeable share is convertible into one share of common stock of the Issuer, subject to adjustment. The exchangeable shares are currently exercisable and have no expiration date.
4. These options are fully vested and exercisable.
Remarks:
For Gerald Throop pursuant to the Power of Attorney previously filed
/s/ William E. McDonald, attorney-in-fact 05/17/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.