SEC FORM 4

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^*

McDonald William Everett

(Last)

(First)

(Middle)

C/O CERIDIAN HCM HOLDING INC.

3311 E. OLD SHAKOPEE ROAD

(Street)

MINNEAPOLIS

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, GC & Corporate Secretary

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2021

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/06/2021		A		2,439⁽¹⁾	A	$0.00	12,680⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (Right to Purchase)	$19.04							⁽³⁾	12/20/2027	Common Stock	7,500		7,500	D
Option (Right to Purchase)	$22							⁽⁴⁾	04/25/2028	Common Stock	39,674		39,674	D
Option (Right to Purchase)	$44.91							⁽⁵⁾	02/08/2029	Common Stock	995		995	D
Option (Right to Purchase)	$49.93							⁽⁶⁾	03/20/2029	Common Stock	28,626		28,626	D
Option (Right to Purchase)	$65.26							⁽⁷⁾	05/08/2030	Common Stock	14,299		14,299	D
Performance Units	$0.00							⁽⁸⁾	03/08/2022	Common Stock	655		655	D
Performance Units	$0.00							⁽⁹⁾	03/08/2024	Common Stock	4,632		4,632	D

Explanation of Responses:

1. 2,439 shares that are issuable pursuant to Restricted Stock Units, granted on August 6, 2021, that vest in three annual installments beginning on August 6, 2022.

2. Includes (i) 2,268 shares of common stock, (ii) shares issuable pursuant to Restricted Stock Units (RSUs), granted on February 28, 2020, of which 138 shares vest on February 28, 2022 and 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, 2022, March 8, 2023 and March 8, 2024; and (v) shares issuable pursuant to Restricted Stock Units, granted on August 6, 2021, of which 813 shares vest on each of August 6, 2022, August 6, 2023, and August 6, 2024.

3. Consists of 3,750 options that are vested and exercisable and 3,750 options that vest and become exercisable on December 20, 2021.

4. Consists of 19,837 options that are vested and exercisable and 19,837 options that vest and become exercisable on April 25, 2022.

5. Consists of 331 options that are vested and exercisable and 332 options that vest and become exercisable on each of February 8, 2022 and February 8, 2023.

6. Consists of 9,542 options that are vested and exercisable and 9,542 options that vest and become exercisable on each of March 20, 2022 and March 20, 2023.

7. Consists of 3,574 options that are vested and exercisable and 3,575 options that vest and become exercisable on each of May 8, 2022, May 8, 2023, and May 8, 2024.

8. Each performance stock unit represents a contingent right to receive between .25 and 1.50 shares of Common Stock based upon the degree to which one or both of the Cloud Revenue and Adjusted EBITDA Margin performance metrics under the Companys 2021 Management Incentive Plan are satisfied. The performance stock units vest upon the later of (i) the date the Compensation Committee or the Board certify that one or both of the performance metrics have been met and (ii) March 8, 2022.

9. Each performance stock unit represents a contingent right to receive between .25 and 1.50 shares of Common Stock based upon the degree to which one or both of the Cloud Revenue and Adjusted EBITDA Margin performance metrics contained in the performance stock unit award agreement are satisfied. The performance stock units will only vest if the achievement of one or both of the performance metrics is certified by the Compensation Committee or the Board of Directors of the Company to have been met, and then any such certified amount will vest one-third on each anniversary of the date of grant.

Remarks:

	/s/ William E. McDonald	08/09/2021
	** 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).
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