| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CDAY | Common Stock | Award | $0 | +63.5K | +56.17% | $0.00 | 177K | Feb 24, 2022 | Direct | F1, F2, F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CDAY | Performance Units | Award | $0 | +5.65K | $0.00 | 5.65K | Feb 24, 2022 | Common Stock | 5.65K | Direct | F10 | ||
| transaction | CDAY | Performance Units | Award | $0 | +63.5K | $0.00 | 63.5K | Feb 24, 2022 | Common Stock | 63.5K | Direct | F11 | ||
| holding | CDAY | Option (right to purchase) | 44K | Feb 24, 2022 | Common Stock | 44K | $38.63 | Direct | F4 | |||||
| holding | CDAY | Option (right to purchase) | 38.2K | Feb 24, 2022 | Common Stock | 38.2K | $49.93 | Direct | F5 | |||||
| holding | CDAY | Option (right to purchase) | 187K | Feb 24, 2022 | Common Stock | 187K | $65.26 | Direct | F6 | |||||
| holding | CDAY | Option (right to purchase) | 132K | Feb 24, 2022 | Common Stock | 132K | $80.95 | Direct | F7 | |||||
| holding | CDAY | Performance Units | 3.24K | Feb 24, 2022 | Common Stock | 3.24K | Direct | F8 | ||||||
| holding | CDAY | Performance Units | 16.2K | Feb 24, 2022 | Common Stock | 16.2K | Direct | F9 |
| Id | Content |
|---|---|
| F1 | 63,532 shares that are issuable pursuant to Restricted Stock Units (RSUs), granted on February 24, 2022, that vest in three annual installments beginning on February 24, 2023. |
| F2 | 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, 512 shares are issuable at the election of the recipient, and 513 RSUs will vest and become issuable at the election of the recipient on each of February 28, 2022 and 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 |
| F3 | (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. |
| F4 | Consists of 19,000 vested and exercisable options as of September 4, 2021 and 25,000 options that vest and become exercisable on September 4, 2022. |
| F5 | Consists of 19,084 options that vest and become exercisable on each of March 20, 2022 and March 20, 2023. |
| F6 | Consists of 46,830 vested and exercisable options as of May 8, 2021, 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. |
| F7 | These options vest and become exercisable in four annual installments beginning on March 8, 2022. |
| F8 | 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 Company's 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) the one year anniversary of the date of grant. |
| F9 | 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. |
| F10 | Each performance stock unit ("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. |
| F11 | Each performance stock unit ("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. |
For Leagh Turner pursuant to the Power of Attorney previously filed.