| 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) 08/06/2021 | ||||||||||||||||||||||||||
| 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 | 08/06/2021 | A | 2,439(1) | A | $0.00 | 12,680(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) | $19.04 | (3) | 12/20/2027 | Common Stock | 7,500 | 7,500 | D | ||||||||
| Option (Right to Purchase) | $22 | (4) | 04/25/2028 | Common Stock | 39,674 | 39,674 | D | ||||||||
| Option (Right to Purchase) | $44.91 | (5) | 02/08/2029 | Common Stock | 995 | 995 | D | ||||||||
| Option (Right to Purchase) | $49.93 | (6) | 03/20/2029 | Common Stock | 28,626 | 28,626 | D | ||||||||
| Option (Right to Purchase) | $65.26 | (7) | 05/08/2030 | Common Stock | 14,299 | 14,299 | D | ||||||||
| Performance Units | $0.00 | (8) | 03/08/2022 | Common Stock | 655 | 655 | D | ||||||||
| Performance Units | $0.00 | (9) | 03/08/2024 | Common Stock | 4,632 | 4,632 | D | ||||||||
| Explanation of Responses: |
| 1. 2,439 shares that are issuable pursuant to Restricted Stock Units, granted on August 6, 2021, that vest in three annual installments beginning on August 6, 2022. |
| 2. Includes (i) 2,268 shares of common stock, (ii) shares issuable pursuant to Restricted Stock Units (RSUs), granted on February 28, 2020, of which 138 shares vest on February 28, 2022 and 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, 2022, March 8, 2023 and March 8, 2024; and (v) shares issuable pursuant to Restricted Stock Units, granted on August 6, 2021, of which 813 shares vest on each of August 6, 2022, August 6, 2023, and August 6, 2024. |
| 3. Consists of 3,750 options that are vested and exercisable and 3,750 options that vest and become exercisable on December 20, 2021. |
| 4. Consists of 19,837 options that are vested and exercisable and 19,837 options that vest and become exercisable on April 25, 2022. |
| 5. Consists of 331 options that are vested and exercisable and 332 options that vest and become exercisable on each of February 8, 2022 and February 8, 2023. |
| 6. Consists of 9,542 options that are vested and exercisable and 9,542 options that vest and become exercisable on each of March 20, 2022 and March 20, 2023. |
| 7. Consists of 3,574 options that are vested and exercisable and 3,575 options that vest and become exercisable on each of May 8, 2022, May 8, 2023, and May 8, 2024. |
| 8. Each performance stock unit represents a contingent right to receive between .25 and 1.50 shares of Common Stock based upon the degree to which one or both of the Cloud Revenue and Adjusted EBITDA Margin performance metrics under the Companys 2021 Management Incentive Plan are satisfied. The performance stock units vest upon the later of (i) the date the Compensation Committee or the Board certify that one or both of the performance metrics have been met and (ii) March 8, 2022. |
| 9. Each performance stock unit represents a contingent right to receive between .25 and 1.50 shares of Common Stock based upon the degree to which one or both of the Cloud Revenue and Adjusted EBITDA Margin performance metrics contained in the performance stock unit award agreement are satisfied. The performance stock units will only vest if the achievement of one or both of the performance metrics is certified by the Compensation Committee or the Board of Directors of the Company to have been met, and then any such certified amount will vest one-third on each anniversary of the date of grant. |
| Remarks: |
| /s/ William E. McDonald | 08/09/2021 | |
| ** 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. | ||
