| 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 | 489(1) | D | $72.44 | 9,353 | D | |||
| Common Stock | 02/24/2023 | M | 565 | A | (2) | 9,918 | D | |||
| Common Stock | 02/27/2023 | S | 205(3) | D | $72.44 | 9,713 | D | |||
| Common Stock | 02/24/2023 | M | 1,176 | A | (4) | 10,889 | D | |||
| Common Stock | 02/27/2023 | S | 361(5) | D | $72.44 | 10,528(6) | 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) | $17.58 | (7) | 12/08/2025 | Common Stock | 500 | 500 | D | ||||||||
| Option (right to buy) | $16.82 | (7) | 12/31/2026 | Common Stock | 1,125 | 1,125 | D | ||||||||
| Option (right to buy) | $19.04 | (7) | 12/20/2027 | Common Stock | 5,000 | 5,000 | D | ||||||||
| Option (right to buy) | $22 | (7) | 04/25/2028 | Common Stock | 32,610 | 32,610 | D | ||||||||
| Option (right to buy) | $44.91 | (7) | 02/08/2029 | Common Stock | 712 | 712 | D | ||||||||
| Option (right to buy) | $49.93 | (8) | 03/20/2029 | Common Stock | 8,396 | 8,396 | D | ||||||||
| Option (right to buy) | $65.26 | (9) | 05/08/2030 | Common Stock | 14,299 | 14,299 | D | ||||||||
| Performance Units | (10) | (10) | 03/08/2024 | Common Stock | 1,647 | 1,647 | D | ||||||||
| Performance Units | (2) | 02/24/2023 | M | 565 | (2) | 02/24/2023 | Common Stock | 565 | $0.00 | 0 | D | ||||
| Performance Units | (4) | 02/24/2023 | M | 1,176 | (4) | 02/24/2025 | Common Stock | 1,176 | $0.00 | 2,352 | D | ||||
| Explanation of Responses: |
| 1. 489 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 922 shares of Common Stock were issued to the Reporting Person in connection with the vesting of 1,411 RSUs on February 24, 2023. |
| 2. 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 565 shares of Common Stock vesting of the 678 performance stock units ("PSU") granted on February 24, 2022. |
| 3. 205 shares of Common Stock were sold to cover withholding taxes as required pursuant to the terms of the PSU award agreement and 360 shares of Common Stock were issued to the Reporting Person in connection with the vesting of 565 PSUs on February 24, 2023. |
| 4. 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, 1,176 PSUs vested on February 24, 2023, and 1,176 PSUs will vest on each of February 24, 2024 and February 24, 2025. |
| 5. 361 shares of Common Stock were sold to cover withholding taxes as required pursuant to the terms of the PSU award agreement and 815 shares of Common Stock were issued to the Reporting Person in connection with the vesting of 1,176 PSUs on February 24, 2023. |
| 6. Includes (i) 5,472 shares of Common Stock, which includes 143 shares acquired under the Ceridian HCM Holding Inc. Global Employee Stock Purchase Plan on June 30, 2022, (ii) shares of Common Stock issuable pursuant to RSUs, granted on February 28, 2020, of which 74 shares vest on February 28, 2023, (iii) shares of Common Stock issuable pursuant to RSUs, granted on May 8, 2020, of which 511 shares vest on May 8, 2023; (iv) shares of Common Stock that are issuable pursuant to RSUs, granted on March 8, 2021, of which 823 shares vest on March 8, 2023 and 824 shares that vest on March 8, 2024; and (v) shares of Common Stock issuable pursuant to RSUs, granted on February 24, 2022, of which 1,412 shares vest on each of February 24, 2024 and February 24, 2025. |
| 7. Fully vested and exercisable. |
| 8. Consists of 6,297 vested and exercisable options as of March 20, 2022, and 2,099 options that vest and become exercisable on March 20, 2023. |
| 9. Consists of 7,149 vested and exercisable options as of May 8, 2022, and 3,575 options that vest and become exercisable on each of May 8, 2023, and May 8, 2024. |
| 10. 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 823 and 824 PSUs occurs on each of March 8, 2023 and March 8, 2024, respectively. |
| Remarks: |
| For Jeffrey Jacobs pursuant to the Power of Attorney previously filed. |
| /s/ William E. McDonald | 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. | ||