| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Ceridian HCM Holding Inc. [ CDAY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/01/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 03/01/2022 | S | 27(1) | D | $72.85 | 9,135(2) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Option (right to buy) | $17.58 | (3) | 12/08/2025 | Common Stock | 500 | 500 | D | ||||||||
| Option (right to buy) | $16.82 | (3) | 12/31/2026 | Common Stock | 1,125 | 1,125 | D | ||||||||
| Option (right to buy) | $19.04 | (3) | 12/20/2027 | Common Stock | 5,000 | 5,000 | D | ||||||||
| Option (right to buy) | $22 | (4) | 04/25/2028 | Common Stock | 32,610 | 32,610 | D | ||||||||
| Option (right to buy) | $44.91 | (5) | 02/08/2029 | Common Stock | 712 | 712 | D | ||||||||
| Option (right to buy) | $49.93 | (6) | 03/20/2029 | Common Stock | 8,396 | 8,396 | D | ||||||||
| Option (right to buy) | $65.26 | (7) | 05/08/2030 | Common Stock | 14,299 | 14,299 | D | ||||||||
| Performance Units | (8) | (8) | 03/08/2022 | Common Stock | 593 | 593 | D | ||||||||
| Performance Units | (9) | (9) | 03/08/2024 | Common Stock | 2,470 | 2,470 | D | ||||||||
| Performance Units | (10) | (10) | 02/24/2023 | Common Stock | 678 | 678 | D | ||||||||
| Performance Units | (11) | (11) | 02/24/2025 | Common Stock | 4,235 | 4,235 | D | ||||||||
| Explanation of Responses: |
| 1. 27 shares of common stock were sold to cover withholding taxes as required pursuant to the terms of the award agreement and 47 shares of common stock were issued to the Reporting Person in connection with the vesting of 74 Restricted Stock Units (RSUs) on February 28, 2022. |
| 2. Includes (i) 1,334 shares of common stock, (ii) shares issuable pursuant to Restricted Stock Units (RSUs), granted on February 28, 2020, of which 74 shares vest on February 28, 2023, (iii) shares issuable pursuant to RSUs, granted on May 8, 2020, of which 511 shares vest on each of May 8, 2022 and May 8, 2023; (iv) shares that are issuable pursuant to RSUs, granted on March 8, 2021, of which 823 shares vest on each of March 8, 2022 and March 8, 2023 and 824 shares that vest on March 8, 2024; and (v) shares issuable pursuant to RSUs, granted on February 24, 2022, of which 1,411 shares vest on February 24, 2023, and 1,412 shares vest on each of February 24, 2024 and February 24, 2025. |
| 3. Fully vested and exercisable. |
| 4. Consists of 24,457 vested and exercisable options and 8,153 options that vest and become exercisable on April 25, 2022. |
| 5. Consists of 534 vested and exercisable options and 178 options that vest and become exercisable on February 8, 2023. |
| 6. Consists of 4,198 vested and exercisable options and 2,099 options that vest and become exercisable on each of March 20, 2022 and March 20, 2023. |
| 7. Consists of 3,574 vested and exercisable options 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 Company's 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) the one year anniversary of the date of grant. |
| 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. |
| 10. Each performance stock unit ("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 2022 Management Incentive Plan ("2022 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 2022 MIP. Based on actual results during the fiscal year ended December 31, 2022, 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 2022 MIP and (ii) the one year anniversary of the date of grant. |
| 11. Each performance stock unit ("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. 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 fiscal year ended December 31, 2022, 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 performance metrics 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 one-third on each anniversary of the date of grant. |
| Remarks: |
| For Jeffrey Jacobs pursuant to the Power of Attorney previously filed. |
| /s/ William E. McDonald | 03/02/2022 | |
| ** 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. | ||