William E. McDonald - Feb 5, 2024 Form 4 Insider Report for Ceridian HCM Holding Inc. (DAY)

Signature
/s/ William E. McDonald
Stock symbol
DAY
Transactions as of
Feb 5, 2024
Transactions value $
$0
Form type
4
Date filed
2/7/2024, 07:25 PM
Previous filing
Aug 8, 2023
Next filing
Feb 27, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DAY Common Stock Options Exercise +1.72K +3.54% 50.2K Feb 5, 2024 Direct F1
transaction DAY Common Stock Options Exercise +3.71K +7.39% 53.9K Feb 5, 2024 Direct F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction DAY Performance Units Options Exercise $0 -1.72K -100% $0.00* 0 Feb 5, 2024 Common Stock 1.72K Direct F1
transaction DAY Performance Units Options Exercise $0 -3.71K -28.89% $0.00 9.14K Feb 5, 2024 Common Stock 3.71K Direct F2, F4
holding DAY Options (Right to Purchase) 3.75K Feb 5, 2024 Common Stock 3.75K $19.04 Direct F5
holding DAY Options (Right to Purchase) 34.7K Feb 5, 2024 Common Stock 34.7K $22.00 Direct F5
holding DAY Options (Right to Purchase) 995 Feb 5, 2024 Common Stock 995 $44.91 Direct F5
holding DAY Options (Right to Purchase) 28.6K Feb 5, 2024 Common Stock 28.6K $49.93 Direct F5
holding DAY Options (Right to Purchase) 14.3K Feb 5, 2024 Common Stock 14.3K $65.26 Direct F6
holding DAY Performance Units 1.54K Feb 5, 2024 Common Stock 1.54K Direct F7
holding DAY Performance Units 7.84K Feb 5, 2024 Common Stock 7.84K Direct F8
holding DAY Performance Units 4.11K Feb 5, 2024 Common Stock 4.11K Direct F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On February 28, 2023, the Reporting Person was granted performance stock units ("PSUs") subject to the Company's 2023 Management Incentive Plan, the vesting of which was subject to both performance-based and service-based criteria. The number of shares reported represents the number of PSUs that were earned as a result of the achievement of such performance criteria. Such earned PSUs will vest as to service on February 28, 2024, subject to the Reporting Person remaining in continuous Service (as defined in the Company's 2018 Equity Incentive Plan) of the Company as of such date.
F2 On February 28, 2023, the Reporting Person was granted PSUs subject to the terms of the PSU award agreement, the vesting of which was subject to both performance-based and service-based criteria. The number of shares reported represents the number of PSUs that were earned as a result of the achievement of such performance criteria. Such earned PSUs will vest as to service on February 28, 2024, subject to the Reporting Person remaining in continuous Service (as defined in the Company's 2018 Equity Incentive Plan) of the Company as of such date. In addition to the PSUs vesting on February 28, 2024, 4,570 PSUs will vest on February 28, 2025 and 4,571 PSUs will vest on February 28, 2026, subject to the certification of the achievement of performance-based criteria by the Compensation Committee or the Board of Directors of the Company, and adjusted to reflect actual results during each of the preceding periods beginning on January 1 and ending December 31.
F3 Includes (i) 23,031 shares of common stock of the Company ("Common Stock"), (ii) shares of Common Stock issuable pursuant to restricted stock units ("RSUs"), granted on March 8, 2021, of which 1,544 shares vest on March 8, 2024; (iii) shares of Common Stock issuable pursuant to RSUs, granted on August 6, 2021, of which 813 shares vest on August 6, 2024; (iv) shares of Common Stock issuable pursuant to RSUs, granted on February 24, 2022, of which 4,706 shares vest on each of February 24, 2024 and February 24, 2025; (v) shares of Common Stock issuable pursuant to RSUs, granted on February 28, 2023, of which 4,570 shares vest on each of February 28, 2024, February 28, 2025, and 4,571 shares vest on February 28, 2026; (vi) shares of Common Stock issuable pursuant to PSUs, granted on February 28, 2023, of which 1,718 shares vest on February 28, 2024; and (vii) shares of Common Stock issuable pursuant to PSUs, granted on February 28, 2023, of which 3,714 shares vest on February 28, 2024.
F4 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 are satisfied annually over a three year period. The number of PSUs reported in column 9 of Table II reflects achievement at the target level of performance under the PSU award agreement. Based on actual results during each of the preceding periods beginning on January 1 and ending December 31, the aggregate number of shares of Common Stock issued may range from zero shares to 167% of the target number of shares reported in column 9 of Table II. The PSUs will only vest if the achievement of one or more of the annual performance metrics under the PSU award agreement is certified to have been met by the Compensation Committee or the Board of Directors of the Company for the prior period, and then any such certified amount will vest on the anniversary of the date of grant.
F5 Fully vested and exercisable.
F6 Consists of 10,724 options that are vested and exercisable as of May 8, 2023, and 3,575 options that vest and become exercisable on May 8, 2024.
F7 Given the Company's performance in 2021 and pursuant to the terms of the PSU award agreement, each PSU granted on March 8, 2021 will convert into 1 share of Common Stock upon vesting. The vesting of 1,544 PSUs occurs on March 8, 2024.
F8 Given the Company's performance in 2022 and pursuant to the terms of the PSU award agreement, each PSU granted on February 24, 2022 will convert into 1 share of Common Stock upon vesting. The vesting of 3,920 PSUs occurs on each of February 24, 2024 and February 24, 2025.
F9 Each PSU represents a contingent right to receive shares of Common Stock based upon the degree to which the performance metric contained in the PSU award agreement is satisfied. The number of PSUs reported in columns 7 and 9 of Table II reflects achievement at the target level of performance under the PSU award agreement. Based on actual results during the period beginning January 1, 2023 and ending December 31, 2025, the aggregate number of shares of Common Stock issued may range from zero shares to 200% of the target number of shares reported in columns 7 and 9 of Table II. The PSUs will only vest if the achievement of the performance metric 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 on February 28, 2026.

Remarks:

Exhibit List 24. Power of Attorney