Dayforce (DAY) Form 4 Ceridian HCM Holding / Scott A Kitching ownership change

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^*

Kitching Scott A

(Last) (First) (Middle)

C/O CERIDIAN HCM HOLDING INC.

3311 EAST OLD SHAKOPEE ROAD

(Street)

MINNEAPOLIS MN 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, GC & Assistant Secretary

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2020

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/08/2020		A		4,980(1)	A	$0.00	17,601(2)(3)	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)	$17.88							(4)	03/30/2026	Common Stock	700		700	D
Option (right to buy)	$16.74							(5)	06/01/2026	Common Stock	25,000		25,000	D
Option (right to buy)	$22							(6)	04/25/2028	Common Stock	95,110		95,110	D
Option (right to buy)	$44.91							(7)	02/08/2029	Common Stock	1,849		1,849	D
Option (right to buy)	$49.93							(8)	03/20/2029	Common Stock	106,870		106,870	D
Option (right to buy)	$65.26	05/08/2020		A		46,472		(9)	05/08/2030	Common Stock	46,472	$0.00	46,472	D
Performance Units	(10)							(10)	03/01/2021	Common Stock	1,210		1,210	D

Explanation of Responses:

1. 4,980 shares are issuable pursuant to Restricted Stock Units, granted on May 8, 2020, that vest in three annual installments beginning on May 8, 2021.

2. Includes (i) 11,750 shares of common stock, (ii) 715 shares that are issuable pursuant to Restricted Stock Units, granted on February 28, 2020, that vest in three annual installments beginning on February 28, 2021, and (iii) 4,980 shares that are issuable pursuant to Restricted Stock Units, granted on May 8, 2020, that vest in three annual installments beginning on May 8, 2021.

3. Includes shares acquired under the Ceridian HCM Holding Inc. Global Employee Stock Purchase Plan on March 31, 2020 (156 shares).

4. These options are vested and exercisable.

5. Consists of 12,500 vested and exercisable options as of June 1, 2019 and 12,500 options that vest and become exercisable on June 1, 2020.

6. Consists of 47,554 vested and exercisable options as of April 25, 2020 and 47,556 options that vest and become exercisable in two annual installments beginning on April 25, 2021.

7. Consists of 462 vested and exercisable options as of February 8, 2020 and 1,387 options that vest and become exercisable in three annual installments beginning on February 8, 2021.

8. Consists of 26,717 vested and exercisable options as of March 20, 2020 and 80,153 options vest and become exercisable in three annual installments beginning on March 20, 2021.

9. These options vest and become exercisable in four annual installments beginning on May 8, 2021.

10. Each performance unit, granted on February 28, 2020, represents a contingent right to receive up to 1.25 shares of Common Stock. The performance units vest upon satisfaction of Cloud Revenue and Adjusted EBITDA margin targets under the Company's 2020 Management Incentive Plan.

Remarks:

For Scott Kitching, pursuant to the Power of Attorney previously filed.

	/s/ William E. McDonald	05/11/2020
	** 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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