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^*

Heuland Noemie Clemence

(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, CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2023

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

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	02/27/2023		S		1,443⁽¹⁾	D	$72.44⁽²⁾	51,861	D
Common Stock	02/24/2023		M		2,117	A	⁽³⁾	53,978	D
Common Stock	02/27/2023		S		566⁽⁴⁾	D	$72.44⁽⁵⁾	53,412	D
Common Stock	02/24/2023		M		4,900	A	⁽⁶⁾	58,312	D
Common Stock	02/27/2023		S		1,202⁽⁷⁾	D	$72.44⁽⁸⁾	57,110⁽⁹⁾	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)
Performance Units	⁽³⁾	02/24/2023		M			2,117	⁽³⁾	02/24/2023	Common Stock	2,117	$0.00	0	D
Performance Units	⁽⁶⁾	02/24/2023		M			4,900	⁽⁶⁾	02/24/2025	Common Stock	4,900	$0.00	9,800	D

Explanation of Responses:

1. 1,443 shares of common stock of the Issuer ("Common Stock") were sold to cover withholding taxes as required pursuant to the terms of the restricted stock unit ("RSU") award agreement and 4,439 shares of Common Stock were issued to the Reporting Person in connection with the vesting of 5,882 RSUs on February 24, 2023.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.435 to $72.44 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.

3. 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 2,117 shares of Common Stock vesting of the 2,542 performance stock units ("PSU") granted on February 24, 2022.

4. 566 shares of Common Stock were sold to cover withholding taxes as required pursuant to the terms of the PSU award agreement and 1,551 shares of Common Stock were issued to the Reporting Person in connection with the vesting of 2,117 PSUs on February 24, 2023.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.365 to $72.44 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.

6. 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 converted into 0.833 shares of Common Stock upon vesting. As a result, 4,900 PSUs vested on February 24, 2023, and 4,900 PSUs will vest on each of February 24, 2024 and February 24, 2025.

7. 1,202 shares of Common Stock were sold to cover withholding taxes as required pursuant to the terms of the PSU award agreement and 3,698 shares of Common Stock were issued to the Reporting Person in connection with the vesting of 4,900 PSUs on February 24, 2023.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.24 to $72.44 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.

9. Includes (i) 23,442 shares of Common Stock, (ii) shares of Common Stock issuable pursuant to RSUs, granted on November 9, 2020, of which 11,315 shares vest on November 9, 2023; (iii) shares of Common Stock issuable pursuant to RSUs, granted on February 24, 2022, of which 5,882 shares vest on February 24, 2024 and 5,883 shares vest on February 24, 2025; and (iv) 10,588 shares of Common Stock issuable pursuant to RSUs, granted on February 24, 2022, which vest on June 30, 2023.

Remarks:

For Noemie Heuland, pursuant to the Power of Attorney previously filed.

	/s/ William McDonald, attorney-in-fact	02/28/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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