William E. McDonald - 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 $
-$76,550
Form type
4
Date filed
3/10/2022, 03:19 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 -$33.6K -538 -1.44% $62.48 36.9K Mar 9, 2022 Direct F1
transaction CDAY Common Stock Sale -$381 -6 -0.02% $63.56 36.9K Mar 9, 2022 Direct F1
transaction CDAY Common Stock Options Exercise +655 +1.78% 37.5K Mar 8, 2022 Direct F2
transaction CDAY Common Stock Sale -$12.5K -200 -0.53% $62.48 37.3K Mar 9, 2022 Direct F3, F4
transaction CDAY Common Stock Options Exercise +1.54K +4.14% 38.9K Mar 8, 2022 Direct F5
transaction CDAY Common Stock Sale -$29.7K -476 -1.22% $62.48 38.4K Mar 9, 2022 Direct F6
transaction CDAY Common Stock Sale -$317 -5 -0.01% $63.49 38.4K Mar 9, 2022 Direct F6, F7

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 -655 -100% $0.00* 0 Mar 8, 2022 Common Stock 655 Direct F2
transaction CDAY Performance Units Options Exercise $0 -1.54K -33.33% $0.00 3.09K Mar 8, 2022 Common Stock 1.54K Direct F5
holding CDAY Option (Right to Purchase) 3.75K Mar 8, 2022 Common Stock 3.75K $19.04 Direct F8
holding CDAY Option (Right to Purchase) 34.7K Mar 8, 2022 Common Stock 34.7K $22.00 Direct F9
holding CDAY Option (Right to Purchase) 995 Mar 8, 2022 Common Stock 995 $44.91 Direct F10
holding CDAY Option (Right to Purchase) 28.6K Mar 8, 2022 Common Stock 28.6K $49.93 Direct F11
holding CDAY Option (Right to Purchase) 14.3K Mar 8, 2022 Common Stock 14.3K $65.26 Direct F12
holding CDAY Performance Units 1.7K Mar 8, 2022 Common Stock 1.7K Direct F13
holding CDAY Performance Units 14.1K Mar 8, 2022 Common Stock 14.1K Direct F14
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 544 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 1,000 shares of common stock were issued to the Reporting Person in connection with the vesting of 1,544 RSUs on March 8, 2022.
F2 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 655 PSUs occurred on March 8, 2022.
F3 200 shares of common stock were sold to cover withholding taxes as required pursuant to the terms of the PSU award agreement and 455 shares of common stock were issued to the Reporting Person in connection with the vesting of 655 PSUs on March 8, 2022.
F4 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 $62.91 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.
F5 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 1,544 PSUs occurred on March 8, 2022, and the vesting of 1,544 PSUs occurs on each of March 8, 2023 and March 8, 2024.
F6 481 shares of common stock were sold to cover withholding taxes as required pursuant to the terms of the PSU award agreement and 1,063 shares of common stock were issued to the Reporting Person in connection with the vesting of 1,544 PSUs on March 8, 2022.
F7 Includes (i) 4,941 shares of common stock, (ii) shares issuable pursuant to RSUs, granted on February 28, 2020, of which 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, 2023 and March 8, 2024; (v) shares issuable pursuant to RSUs, granted on August 6, 2021, of which 813 shares vest on each of August 6, 2022, August 6, 2023, and August 6, 2024; (vi) shares issuable pursuant to RSUs, granted on February 24, 2022, of which 4,706 shares vest on each of February 24, 2023, February 24, 2024 and February 24, 2025; and (vii) 10,588 shares issuable pursuant to RSUs, granted on February 24, 2022, which vest on June 30, 2023.
F8 Fully vested and exercisable.
F9 Consists of 14,837 options that are vested and exercisable as of April 25, 2021, and 19,837 options that vest and become exercisable on April 25, 2022.
F10 Consists of 663 options that are vested and exercisable as of February 8, 2022, and 332 options that vest and become exercisable on February 8, 2023.
F11 Consists of 9,542 options that are vested and exercisable as of March 20, 2021, and 9,542 options that vest and become exercisable on each of March 20, 2022 and March 20, 2023.
F12 Consists of 3,574 options that are vested and exercisable 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.
F13 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.
F14 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.