David D. Ossip - Aug 11, 2021 Form 4 Insider Report for Ceridian HCM Holding Inc. (CDAY)

Signature
/s/ William E. McDonald, attorney-in-fact
Stock symbol
CDAY
Transactions as of
Aug 11, 2021
Transactions value $
-$63,937,500
Form type
4
Date filed
8/11/2021, 04:16 PM
Previous filing
Aug 2, 2021
Next filing
Dec 10, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CDAY Common Stock Options Exercise $12.9M +750K +133.96% $17.20* 1.31M Aug 11, 2021 Direct
transaction CDAY Common Stock Sale -$76.8M -750K -57.26% $102.45 560K Aug 11, 2021 Direct F1
holding CDAY Common Stock 229K Aug 11, 2021 See Note F2

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 CDAY Option (right to buy) Options Exercise -750K -100% 0 Aug 11, 2021 Common Stock 750K $17.20 Direct F5, F6
holding CDAY Exchangeable Shares 8.33K Aug 11, 2021 Common Stock 8.33K Direct F3
holding CDAY Exchangeable Shares 1.86M Aug 11, 2021 Common Stock 1.86M See Note F3, F4
holding CDAY Option (right to buy) 1.36M Aug 11, 2021 Common Stock 1.36M $22.00 Direct F7
holding CDAY Option (right to buy) 10.4K Aug 11, 2021 Common Stock 10.4K $44.91 Direct F8
holding CDAY Option (right to buy) 1.75M Aug 11, 2021 Common Stock 1.75M $49.93 Direct F9
holding CDAY Option (right to buy) 1.5M Aug 11, 2021 Common Stock 1.5M $65.26 Direct F10
holding CDAY Option (right to buy) 322K Aug 11, 2021 Common Stock 322K $65.26 Direct F11
holding CDAY Option (right to buy) 227K Aug 11, 2021 Common Stock 227K $80.95 Direct F12
holding CDAY Performance Units 4.94K Aug 11, 2021 Common Stock 4.94K Direct F13
holding CDAY Performance Units 27.8K Aug 11, 2021 Common Stock 27.8K Direct F14
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Includes (i) 22,267 shares of Common Stock, (ii) 500,000 Restricted Stock Units (RSUs) granted on March 20, 2017, that are issuable at the election of the recipient; (iii) of the 3,129 RSUs granted on February 28, 2020, 1,043 shares are issuable at the election of the recipient, and 1,043 shares vest and become issuable at the election of the recipient on each of February 28, 2022 and February 28, 2023, and (iv) of the 34,477 RSUs granted on May 8, 2020, 11,492 shares are issuable at the election of the recipient, and 11,492 and 11,493 shares vest and become issuable at the election of the recipient on May 8, 2022 and May 8, 2023, respectively.
F2 Indirectly owned through OsFund Inc. The Reporting Person disclaims beneficial ownership except to the extent of the Reporting Person's pecuniary interest.
F3 Represents exchangeable shares of Ceridian AcquisitionCo ULC, a wholly owned subsidiary of the Issuer, that are exchangeable at the option of the holder for shares of common stock of the Issuer. Each exchangeable share is convertible into one share of common stock of the Issuer, subject to adjustments. The exchangeable shares are currently exercisable and have no expiration date.
F4 Indirectly owned through Osscer Inc. The Reporting Person disclaims beneficial ownership except to the extent of the Reporting Person's pecuniary interest.
F5 These options are vested and exercisable.
F6 Not Applicable.
F7 Consists of 1,019,022 vested and exercisable options as of April 25, 2021, and 339,675 options that vest and become exercisable on April 25, 2022.
F8 Consists of 5,194 vested and exercisable options as of February 8, 2021 and 2,598 options that vest and become exercisable on each of February 8, 2022 and February 8, 2023.
F9 Consists of 875,000 vested and exercisable options as of March 20, 2021 and 437,500 options that vest and become exercisable on each of March 20, 2022 and March 20, 2023.
F10 The vesting of eligible shares will occur on May 8, 2023 if certain performance criteria are met on or before May 8, 2023. If the performance criteria are met after May 8, 2023 and on or before May 8, 2025, the vesting of eligible shares will occur on the date the performance criteria is met. If the performance criteria are not met by May 8, 2025, the award will forfeit.
F11 Consists of 80,433 vested and exercisable options as of May 8, 2021, 80,433 options that vest and become exercisable on May 8, 2022, and 80,434 options that vest and become exercisable on each of May 8, 2023 and May 8, 2024.
F12 These options vest and become exercisable in four annual installments beginning on March 8, 2022.
F13 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.
F14 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:

For David Ossip, pursuant to the Power of Attorney previously filed.