SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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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. Date of Event Requiring Statement (Month/Day/Year)
07/01/2021

3. Issuer Name and Ticker or Trading Symbol
Ceridian HCM Holding Inc. [ CDAY ]

4. 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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	10,241⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option (Right to Purchase)	⁽²⁾	12/20/2027	Common Stock	7,500	$19.04	D
Option (Right to Purchase)	⁽³⁾	04/25/2028	Common Stock	39,674	$22	D
Option (Right to Purchase)	⁽⁴⁾	02/08/2029	Common Stock	995	$44.91	D
Option (Right to Purchase)	⁽⁵⁾	03/20/2029	Common Stock	28,626	$49.93	D
Option (Right to Purchase)	⁽⁶⁾	05/08/2030	Common Stock	14,299	$65.26	D
Performance Units	⁽⁷⁾	03/08/2022	Common Stock	655	$0.00	D
Performance Units	⁽⁸⁾	03/08/2024	Common Stock	4,632	$0.00	D

Explanation of Responses:

1. Includes (i) 2,268 shares of common stock, (ii) 277 shares issuable pursuant to Restricted Stock Units (RSUs), granted on February 28, 2020, that vest in two annual installments beginning on February 28, 2022, (iii) 3,064 shares issuable pursuant to RSUs, granted on May 8, 2020, that vest in two annual installments beginning on May 8, 2022, and (iv) 4,632 shares issuable pursuant to RSUs, granted on March 8, 2021, that vest in three annual installments beginning on March 8, 2022.

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

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

4. 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.

5. 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.

6. 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.

7. 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.

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 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:

See Power of Attorney, incorporated herein by reference.

	/s/ Erik J. Didrikson, attorney-in-fact	07/02/2021
	** 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 5 (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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