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*
(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)
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| 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)
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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 | 05/08/2020 | A | 20,073(1) | A | $0.00 | 121,611(2) | D | |||
| 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 purchase) | $38.63 | (3) | 09/04/2028 | Common Stock | 100,000 | 100,000 | D | ||||||||
| Option (right to purchase) | $49.93 | (4) | 03/20/2029 | Common Stock | 76,335 | 76,335 | D | ||||||||
| Option (right to purchase) | $65.26 | 05/08/2020 | A | 187,321 | (5) | 05/08/2030 | Common Stock | 187,321 | $0.00 | 187,321 | D | ||||
| Performance Units | (6) | (6) | 03/01/2021 | Common Stock | 3,382 | 3,382 | D | ||||||||
| Explanation of Responses: |
| 1. 20,073 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. |
| 2. Includes (i) 12,500 shares issuable at the election of the recipient pursuant to vested Restricted Stock Units, granted on September 4, 2018, and 37,500 shares issuable pursuant to Restricted Stock Units that vest in three equal annual installments beginning on September 4, 2020, (ii) 50,000 shares that are issuable pursuant to Restricted Stock Units, granted on September 9, 2019, that vest in four equal annual installments beginning on September 9, 2020, (iii) 1,538 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 (iv) 20,073 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. Consists of 25,000 vested and exercisable options as of September 4, 2019 and 75,000 options that vest and become exercisable in three equal annual installments beginning on September 4, 2020. |
| 4. Consists of 19,083 vested and exercisable options as of March 20, 2020 and 57,252 options vest and become exercisable in three annual installments beginning on March 20, 2021. |
| 5. These options vest and become exercisable in four annual installments beginning on May 8, 2021. |
| 6. 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 Leagh Turner 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. | ||
| * 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. | ||