Jeffrey Scott Jacobs Form 4 Ceridian HCM Holding / Jeffrey Scott Jacobs 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^*

Jacobs Jeffrey Scott

(Last) (First) (Middle)

C/O CERIDIAN HCM HOLDING INC.

3311 E. 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)
Head of Acct & Fin Reporting

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)

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	03/09/2022		S		301(1)	D	$62.48(2)	8,834	D
Common Stock	03/08/2022		M		593	A	(3)	9,427	D
Common Stock	03/09/2022		S		217(4)	D	$62.49(5)	9,210	D
Common Stock	03/08/2022		M		823	A	(6)	10,033	D
Common Stock	03/09/2022		S		266(7)	D	$62.49(8)	9,767(9)	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)	$17.58							(10)	12/08/2025	Common Stock	500		500	D
Option (right to buy)	$16.82							(10)	12/31/2026	Common Stock	1,125		1,125	D
Option (right to buy)	$19.04							(10)	12/20/2027	Common Stock	5,000		5,000	D
Option (right to buy)	$22							(11)	04/25/2028	Common Stock	32,610		32,610	D
Option (right to buy)	$44.91							(12)	02/08/2029	Common Stock	712		712	D
Option (right to buy)	$49.93							(13)	03/20/2029	Common Stock	8,396		8,396	D
Option (right to buy)	$65.26							(14)	05/08/2030	Common Stock	14,299		14,299	D
Performance Units	(3)	03/08/2022		M			593	(3)	03/08/2022	Common Stock	593	$0.00	0	D
Performance Units	(6)	03/08/2022		M			823	(6)	03/08/2024	Common Stock	823	$0.00	1,647	D
Performance Units	(15)							(15)	02/24/2023	Common Stock	678		678	D
Performance Units	(16)							(16)	02/24/2025	Common Stock	4,235		4,235	D

Explanation of Responses:

1. 301 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 522 shares of common stock were issued to the Reporting Person in connection with the vesting of 823 RSUs on March 8, 2022.

2. 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 $62.92 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.

3. 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 593 PSUs occurred on March 8, 2022.

4. 217 shares of common stock were sold to cover withholding taxes as required pursuant to the terms of the PSU award agreement and 376 shares of common stock were issued to the Reporting Person in connection with the vesting of 593 PSUs on March 8, 2022.

5. 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 $63.3984 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.

6. 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 823 PSUs occurred on March 8, 2022, and the vesting of 823 and 824 PSUs occurs on each of March 8, 2023 and March 8, 2024, respectively.

7. 266 shares of common stock were sold to cover withholding taxes as required pursuant to the terms of the PSU award agreement and 557 shares of common stock were issued to the Reporting Person in connection with the vesting of 823 PSUs on March 8, 2022.

8. 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 $63.2289 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.

9. Includes (i) 2,789 shares of common stock, (ii) shares issuable pursuant to RSUs, granted on February 28, 2020, of which 74 shares vest on February 28, 2023, (iii) shares issuable pursuant to RSUs, granted on May 8, 2020, of which 511 shares vest on each of May 8, 2022 and May 8, 2023; (iv) shares that are issuable pursuant to RSUs, granted on March 8, 2021, of which 823 shares vest on March 8, 2023 and 824 shares that vest on March 8, 2024; and (v) shares issuable pursuant to RSUs, granted on February 24, 2022, of which 1,411 shares vest on February 24, 2023, and 1,412 shares vest on each of February 24, 2024 and February 24, 2025.

10. Fully vested and exercisable.

11. Consists of 24,457 vested and exercisable options as of April 25, 2021, and 8,153 options that vest and become exercisable on April 25, 2022.

12. Consists of 534 vested and exercisable options as of February 8, 2022, and 178 options that vest and become exercisable on February 8, 2023.

13. Consists of 4,198 vested and exercisable options as of March 20, 2021, and 2,099 options that vest and become exercisable on each of March 20, 2022 and March 20, 2023.

14. Consists of 3,574 vested and exercisable options 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.

15. 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.

16. 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 Jeffrey Jacobs pursuant to the Power of Attorney previously filed.

	/s/ William E. McDonald	03/10/2022
	** Signature of Reporting Person	Date
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