Jeffrey Scott Jacobs - Mar 8, 2022 Form 4 Insider Report for Ceridian HCM Holding Inc. (CDAY)

Signature
/s/ William E. McDonald
Stock symbol
CDAY
Transactions as of
Mar 8, 2022
Transactions value $
-$48,989
Form type
4
Date filed
3/10/2022, 03:13 PM
Previous filing
Mar 2, 2022
Next filing
May 10, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CDAY Common Stock Sale -$18.8K -301 -3.3% $62.48 8.83K Mar 9, 2022 Direct F1, F2
transaction CDAY Common Stock Options Exercise +593 +6.71% 9.43K Mar 8, 2022 Direct F3
transaction CDAY Common Stock Sale -$13.6K -217 -2.3% $62.49 9.21K Mar 9, 2022 Direct F4, F5
transaction CDAY Common Stock Options Exercise +823 +8.94% 10K Mar 8, 2022 Direct F6
transaction CDAY Common Stock Sale -$16.6K -266 -2.65% $62.49 9.77K Mar 9, 2022 Direct F7, F8, F9

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 Performance Units Options Exercise $0 -593 -100% $0.00* 0 Mar 8, 2022 Common Stock 593 Direct F3
transaction CDAY Performance Units Options Exercise $0 -823 -33.32% $0.00 1.65K Mar 8, 2022 Common Stock 823 Direct F6
holding CDAY Option (right to buy) 500 Mar 8, 2022 Common Stock 500 $17.58 Direct F10
holding CDAY Option (right to buy) 1.13K Mar 8, 2022 Common Stock 1.13K $16.82 Direct F10
holding CDAY Option (right to buy) 5K Mar 8, 2022 Common Stock 5K $19.04 Direct F10
holding CDAY Option (right to buy) 32.6K Mar 8, 2022 Common Stock 32.6K $22.00 Direct F11
holding CDAY Option (right to buy) 712 Mar 8, 2022 Common Stock 712 $44.91 Direct F12
holding CDAY Option (right to buy) 8.4K Mar 8, 2022 Common Stock 8.4K $49.93 Direct F13
holding CDAY Option (right to buy) 14.3K Mar 8, 2022 Common Stock 14.3K $65.26 Direct F14
holding CDAY Performance Units 678 Mar 8, 2022 Common Stock 678 Direct F15
holding CDAY Performance Units 4.24K Mar 8, 2022 Common Stock 4.24K Direct F16
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 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.
F5 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.
F6 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.
F7 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.
F8 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.
F9 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.
F10 Fully vested and exercisable.
F11 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.
F12 Consists of 534 vested and exercisable options as of February 8, 2022, and 178 options that vest and become exercisable on February 8, 2023.
F13 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.
F14 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.
F15 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.
F16 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.