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) 03/17/2022 | ||||||||||||||||||||||||||
| 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 | 03/17/2022 | M | 6,000(1) | A | $38.63 | 182,643 | D | |||
| Common Stock | 03/17/2022 | S | 6,000(1) | D | $65 | 176,643(2)(3) | 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 | 03/17/2022 | M | 6,000(1) | (4) | 09/04/2028 | Common Stock | 6,000 | (5) | 38,000 | D | ||||
| Option (right to purchase) | $49.93 | (6) | 03/20/2029 | Common Stock | 38,168 | 38,168 | D | ||||||||
| Option (right to purchase) | $65.26 | (7) | 05/08/2030 | Common Stock | 187,321 | 187,321 | D | ||||||||
| Option (right to purchase) | $80.95 | (8) | 03/08/2031 | Common Stock | 132,124 | 132,124 | D | ||||||||
| Performance Units | (9) | (9) | 03/08/2022 | Common Stock | 3,237 | 3,237 | D | ||||||||
| Performance Units | (10) | (10) | 03/08/2024 | Common Stock | 16,182 | 16,182 | D | ||||||||
| Performance Units | (11) | (11) | 02/24/2023 | Common Stock | 5,648 | 5,648 | D | ||||||||
| Performance Units | (12) | (12) | 02/24/2025 | Common Stock | 63,532 | 63,532 | D | ||||||||
| Explanation of Responses: |
| 1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan. |
| 2. Includes (i) of the 50,000 Restricted Stock Units (RSUs) granted on September 4, 2018, 29,000 shares are issuable at the election of the recipient, and 12,500 RSUs will vest and become issuable at the election of the recipient on September 4, 2022, (ii) of the 50,000 RSUs granted on September 9, 2019, 25,000 shares are issuable at the election of the recipient and 12,500 RSUs will vest and become issuable at the election of the recipient on each of September 9, 2022 and September 9, 2023, (iii) of the 1,538 RSUs granted on February 28, 2020, 1,025 shares are issuable at the election of the recipient, and 513 RSUs will vest and become issuable at the election of the recipient on February 28, 2023; (iv) of the 20,073 RSUs granted on May 8, 2020, 6,691 shares are issuable at the election of the recipient, and 6,691 RSUs will vest and become issuable at the election of the recipient on each of May 8, 2022 and May 8, 2023; and |
| 3. (v) shares issuable pursuant to RSUs, granted on February 24, 2022, of which 21,177 RSUs vest and become issuable at the election of the recipient on each of February 24, 2023 and February 24, 2024 and 21,178 RSUs vest and become issuable at the election of the recipient on February 24, 2025. |
| 4. Consists of 19,000 vested and exercisable options as of September 4, 2021, of which 6,000 are being exercised pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person, and 25,000 options that vest and become exercisable on September 4, 2022. |
| 5. Not applicable. |
| 6. Consists of 19,084 options that vest and become exercisable on each of March 20, 2022 and March 20, 2023. |
| 7. Consists of 46,830 vested and exercisable options as of May 8, 2021, and 46,830 options that vest and become exercisable on each of May 8, 2022 and May 8, 2023, and 46,831 options that vest and become exercisable on May 8, 2024. |
| 8. Consists of 33,031 vested and exercisable options as of March 8, 2022, and 33,031 options that vest and become exercisable on each of March 8, 2023, March 8, 2024 and March 8, 2025. |
| 9. 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 and at the election of the recipient. The vesting of 3,237 PSUs occurred on March 8, 2022. |
| 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 converts into 1 share of common stock upon vesting and at the election of the recipient. The vesting of 5,394 PSUs occurred on March 8, 2022, and the vesting of 5,394 PSUs occurs on each of March 8, 2023 and March 8, 2024. |
| 11. 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. |
| 12. 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: |
| For Leagh Turner pursuant to the Power of Attorney previously filed. |
| /s/ William E. McDonald, attorney-in-fact | 03/18/2022 | |
| ** 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. | ||