| 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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
Ceridian HCM Holding Inc. [ CDAY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
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)
|
| 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 | 02/27/2023 | S | 2,140(1) | D | $72.44(2) | 39,289 | D | |||
| Common Stock | 02/24/2023 | M | 1,941 | A | (3) | 41,230 | D | |||
| Common Stock | 02/27/2023 | S | 629(4) | D | $72.44(5) | 40,601 | D | |||
| Common Stock | 02/24/2023 | M | 5,880 | A | (6) | 46,481 | D | |||
| Common Stock | 02/27/2023 | S | 1,965(7) | D | $72.44(8) | 44,516(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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Option (right to buy) | $70.73 | (10) | 02/28/2030 | Common Stock | 65,547 | 65,547 | D | ||||||||
| Performance Units | (11) | (11) | 03/08/2024 | Common Stock | 6,176 | 6,176 | D | ||||||||
| Performance Units | (3) | 02/24/2023 | M | 1,941 | (3) | 02/24/2023 | Common Stock | 1,941 | $0.00 | 0 | D | ||||
| Performance Units | (6) | 02/24/2023 | M | 5,880 | (6) | 02/24/2025 | Common Stock | 5,880 | $0.00 | 11,760 | D | ||||
| Explanation of Responses: |
| 1. 2,140 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 4,919 shares of Common Stock were issued to the Reporting Person in connection with the vesting of 7,059 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 1,941 shares of Common Stock vesting of the 2,330 performance stock units ("PSU") granted on February 24, 2022. |
| 4. 629 shares of Common Stock were sold to cover withholding taxes as required pursuant to the terms of the PSU award agreement and 1,312 shares of Common Stock were issued to the Reporting Person in connection with the vesting of 1,941 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 $72.41 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, 5,880 PSUs vested on February 24, 2023, and 5,880 PSUs will vest on each of February 24, 2024 and February 24, 2025. |
| 7. 1,965 shares of Common Stock were sold to cover withholding taxes as required pursuant to the terms of the PSU award agreement and 3,915 shares of Common Stock were issued to the Reporting Person in connection with the vesting of 5,880 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 $72.2673 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) 13,634 shares of Common Stock, (ii) shares of Common Stock issuable pursuant to RSUs, granted on March 8, 2021, of which 3,088 shares vest on each of March 8, 2023 and March 8, 2024; (iii) shares of Common Stock issuable pursuant to RSUs, granted on February 24, 2022, of which 7,059 shares vest on each of February 24, 2024 and 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. |
| 10. Consists of 32,773 vested and exercisable options as of February 28, 2022, and 16,387 options that vest and become exercisable on each of February 28, 2023 and February 28, 2024. |
| 11. Given the Company's performance in 2021 and pursuant to the terms of the PSU award agreement, each PSU granted on March 8, 2021 converted into 1 share of Common Stock upon vesting. The vesting of 3,088 PSUs occurs on each of March 8, 2023 and March 8, 2024. |
| Remarks: |
| For Stephen Holdridge, pursuant to the Power of Attorney previously filed. |
| /s/ William E. 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. | ||
| * 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. | ||