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 | 34,477(1) | A | $0.00 | 559,873(2) | D | |||
| Common Stock | 229,085(3) | I | See Note(3) | |||||||
| 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 | ||||||||
| Exchangeable Shares(4) | (4) | (4) | (4) | Common Stock | 8,328 | 8,328 | D | ||||||||
| Exchangeable Shares(4) | (4) | (4) | (4) | Common Stock | 1,860,902 | 1,860,902 | I | See Note(5) | |||||||
| Option (right to buy) | $17.2 | (6) | 03/20/2027 | Common Stock | 1,250,000 | 1,250,000 | D | ||||||||
| Option (right to buy) | $17.88 | (7) | 03/30/2026 | Common Stock | 6,991 | 6,991 | D | ||||||||
| Option (right to buy) | $16.8 | (7) | 11/01/2023 | Common Stock | 1,000,000 | 1,000,000 | D | ||||||||
| Option (right to buy) | $22 | (8) | 04/25/2028 | Common Stock | 1,358,697 | 1,358,697 | D | ||||||||
| Option (right to buy) | $44.91 | (9) | 02/08/2029 | Common Stock | 10,390 | 10,390 | D | ||||||||
| Option (right to buy) | $49.93 | (10) | 03/20/2029 | Common Stock | 1,750,000 | 1,750,000 | D | ||||||||
| Performance Units | (11) | (11) | 03/01/2021 | Common Stock | 6,884 | 6,884 | D | ||||||||
| Option (right to buy) | $65.26 | 05/08/2020 | A | 1,500,000 | (12) | 05/08/2030 | Common Stock | 1,500,000 | $0.00 | 1,500,000 | D | ||||
| Option (right to buy) | $65.26 | 05/08/2020 | A | 321,734 | (13) | 05/08/2030 | Common Stock | 321,734 | $0.00 | 321,734 | D | ||||
| Explanation of Responses: |
| 1. 34,477 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) 22,267 shares of Common Stock, (ii) 375,000 shares issuable pursuant to vested Restricted Stock Units and 125,000 shares issuable pursuant to Restricted Stock Units, granted on March 20, 2017, that vest on March 20, 2021,(iii) 3,129 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) 34,477 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. Indirectly owned through OsFund Inc. The Reporting Person disclaims beneficial ownership except to the extent of the Reporting Person's pecuniary interest. |
| 4. Represents exchangeable shares of Ceridian AcquisitionCo ULC, a wholly owned subsidiary of the Issuer, that are exchangeable at the option of the holder for shares of common stock of the Issuer. Each exchangeable share is convertible into one share of common stock of the Issuer, subject to adjustments. The exchangeable shares are currently exercisable and have no expiration date. |
| 5. Indirectly owned through Osscer Inc. The Reporting Person disclaims beneficial ownership except to the extent of the Reporting Person's pecuniary interest. |
| 6. Consists of 937,500 vested and exercisable options as of March 20, 2020 and 312,500 options that vest and become exercisable on March 20, 2021. |
| 7. These options are vested and exercisable. |
| 8. Consists of 679,348 vested and exercisable options as of April 25, 2020 and 679,349 options that vest and become exercisable in two annual installments beginning on April 25, 2021. |
| 9. Consists of 2,597 vested and exercisable options as of February 8, 2020 and 7,793 options that vest and become exercisable in three annual installments beginning on February 8, 2021. |
| 10. Consists of 437,500 vested and exercisable options as of March 20, 2020 and 1,312,500 options that vest and become exercisable in three annual installments beginning on March 20, 2021. |
| 11. 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. |
| 12. The vesting of eligible shares will occur on May 8, 2023 if certain performance criteria are met on or before May 8, 2023. If the performance criteria are met after May 8, 2023 and on or before May 8, 2025, the vesting of eligible shares will occur on the date the performance criteria is met. If the performance criteria are not met by May 8, 2025, the award will forfeit. |
| 13. These options vest and become exercisable in four annual installments beginning on May 8, 2021. |
| Remarks: |
| For David Ossip, 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. | ||