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) 03/08/2022 | ||||||||||||||||||||||||||
| 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 | 03/09/2022 | S | 538(1) | D | $62.48 | 36,865 | D | |||
| Common Stock | 03/09/2022 | S | 6(1) | D | $63.56 | 36,859 | D | |||
| Common Stock | 03/08/2022 | M | 655 | A | (2) | 37,514 | D | |||
| Common Stock | 03/09/2022 | S | 200(3) | D | $62.48(4) | 37,314 | D | |||
| Common Stock | 03/08/2022 | M | 1,544 | A | (5) | 38,858 | D | |||
| Common Stock | 03/09/2022 | S | 476(6) | D | $62.48 | 38,382 | D | |||
| Common Stock | 03/09/2022 | S | 5(6) | D | $63.49 | 38,377(7) | 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) | $19.04 | (8) | 12/20/2027 | Common Stock | 3,750 | 3,750 | D | ||||||||
| Option (Right to Purchase) | $22 | (9) | 04/25/2028 | Common Stock | 34,674 | 34,674 | D | ||||||||
| Option (Right to Purchase) | $44.91 | (10) | 02/08/2029 | Common Stock | 995 | 995 | D | ||||||||
| Option (Right to Purchase) | $49.93 | (11) | 03/20/2029 | Common Stock | 28,626 | 28,626 | D | ||||||||
| Option (Right to Purchase) | $65.26 | (12) | 05/08/2030 | Common Stock | 14,299 | 14,299 | D | ||||||||
| Performance Units | (2) | 03/08/2022 | M | 655 | (2) | 03/08/2022 | Common Stock | 655 | $0.00 | 0 | D | ||||
| Performance Units | (5) | 03/08/2022 | M | 1,544 | (5) | 03/08/2024 | Common Stock | 1,544 | $0.00 | 3,088 | D | ||||
| Performance Units | (13) | (13) | 02/24/2023 | Common Stock | 1,695 | 1,695 | D | ||||||||
| Performance Units | (14) | (14) | 02/24/2025 | Common Stock | 14,118 | 14,118 | D | ||||||||
| Explanation of Responses: |
| 1. 544 shares of common stock were sold to cover withholding taxes as required pursuant to the terms of the restricted stock unit ("RSU") award agreement and 1,000 shares of common stock were issued to the Reporting Person in connection with the vesting of 1,544 RSUs on March 8, 2022. |
| 2. Given the Company's performance in 2021 and pursuant to the terms of the Company's 2021 Management Incentive Plan, each performance stock unit ("PSU") granted on March 8, 2021 converts into 1 share of common stock upon vesting. The vesting of 655 PSUs occurred on March 8, 2022. |
| 3. 200 shares of common stock were sold to cover withholding taxes as required pursuant to the terms of the PSU award agreement and 455 shares of common stock were issued to the Reporting Person in connection with the vesting of 655 PSUs on March 8, 2022. |
| 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.48 to $62.91 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. |
| 5. Given the Company's performance in 2021 and pursuant to the terms of the PSU award agreement, each PSU granted on March 8, 2021 converts into 1 share of common stock upon vesting. The vesting of 1,544 PSUs occurred on March 8, 2022, and the vesting of 1,544 PSUs occurs on each of March 8, 2023 and March 8, 2024. |
| 6. 481 shares of common stock were sold to cover withholding taxes as required pursuant to the terms of the PSU award agreement and 1,063 shares of common stock were issued to the Reporting Person in connection with the vesting of 1,544 PSUs on March 8, 2022. |
| 7. Includes (i) 4,941 shares of common stock, (ii) shares issuable pursuant to RSUs, granted on February 28, 2020, of which 139 shares vest on February 28, 2023; (iii) shares issuable pursuant to RSUs, granted on May 8, 2020, of which 1,532 shares vest on each of May 8, 2022 and May 8, 2023; (iv) shares issuable pursuant to RSUs, granted on March 8, 2021, of which 1,544 shares vest on each of March 8, 2023 and March 8, 2024; (v) shares issuable pursuant to RSUs, granted on August 6, 2021, of which 813 shares vest on each of August 6, 2022, August 6, 2023, and August 6, 2024; (vi) shares issuable pursuant to RSUs, granted on February 24, 2022, of which 4,706 shares vest on each of February 24, 2023, February 24, 2024 and February 24, 2025; and (vii) 10,588 shares issuable pursuant to RSUs, granted on February 24, 2022, which vest on June 30, 2023. |
| 8. Fully vested and exercisable. |
| 9. Consists of 14,837 options that are vested and exercisable as of April 25, 2021, and 19,837 options that vest and become exercisable on April 25, 2022. |
| 10. Consists of 663 options that are vested and exercisable as of February 8, 2022, and 332 options that vest and become exercisable on February 8, 2023. |
| 11. Consists of 9,542 options that are vested and exercisable as of March 20, 2021, and 9,542 options that vest and become exercisable on each of March 20, 2022 and March 20, 2023. |
| 12. Consists of 3,574 options that are vested and exercisable as of May 8, 2021, and 3,575 options that vest and become exercisable on each of May 8, 2022, May 8, 2023, and May 8, 2024. |
| 13. Each PSU represents a contingent right to receive shares of common stock based upon the degree to which one or more of the performance metrics under the Company's 2022 Management Incentive Plan ("2022 MIP") are satisfied. The number of PSUs reported in columns 5, 7 and 9 of Table II reflects achievement at the target level of performance under the 2022 MIP. Based on actual results during the fiscal year ended December 31, 2022, the aggregate number of shares of common stock issued may range from zero shares to 167% of the target number of shares reported in columns 5, 7, and 9 of Table II. The PSUs will only vest upon the later of (i) the date the Compensation Committee or the Board of Directors of the Company certify that one or more of the performance metrics have been met under the 2022 MIP and (ii) the one year anniversary of the date of grant. |
| 14. Each PSU represents a contingent right to receive shares of common stock based upon the degree to which one or more of the performance metrics contained in the PSU award agreement ("PSU Agreement") are satisfied. The number of PSUs reported in columns 5, 7, and 9 of Table II reflects achievement at the target level of performance under the PSU Agreement. Based on actual results during the fiscal year ended December 31, 2022, the aggregate number of shares of common stock issued may range from zero shares to 167% of the target number of shares reported in columns 5, 7 and 9 of Table II. The PSUs will only vest if the achievement of one or more of the performance metrics under the PSU Agreement is certified to have been met by the Compensation Committee or the Board of Directors of the Company, and then any such certified amount will vest one-third on each anniversary of the date of grant. |
| Remarks: |
| /s/ William E. McDonald | 03/10/2022 | |
| ** 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. | ||