| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CDAY | Common Stock | Sale | -$725K | -12.5K | -11.06% | $58.00 | 100K | Sep 28, 2022 | Direct | F1, F2 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | CDAY | Option (right to buy) | 2.91K | Sep 28, 2022 | Common Stock | 2.91K | $17.20 | Direct | F3 | |||||
| holding | CDAY | Option (right to buy) | 51K | Sep 28, 2022 | Common Stock | 51K | $22.00 | Direct | F3 | |||||
| holding | CDAY | Option (right to buy) | 50K | Sep 28, 2022 | Common Stock | 50K | $44.91 | Direct | F4 | |||||
| holding | CDAY | Option (right to buy) | 2.3K | Sep 28, 2022 | Common Stock | 2.3K | $44.91 | Direct | F5 | |||||
| holding | CDAY | Option (right to buy) | 107K | Sep 28, 2022 | Common Stock | 107K | $65.26 | Direct | F6 | |||||
| holding | CDAY | Performance Units | 12.4K | Sep 28, 2022 | Common Stock | 12.4K | Direct | F7 | ||||||
| holding | CDAY | Performance Units | 2.78K | Sep 28, 2022 | Common Stock | 2.78K | Direct | F8 | ||||||
| holding | CDAY | Performance Units | 21.2K | Sep 28, 2022 | Common Stock | 21.2K | Direct | F9 |
| Id | Content |
|---|---|
| F1 | The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan. |
| F2 | Includes (i) 39,515 shares of common stock; (ii) shares issuable pursuant to RSUs, granted on February 8, 2019, of which 12,500 shares vest on February 8, 2023; (iii) shares issuable pursuant to RSUs, granted on February 28, 2020, of which 513 shares vest on February 28, 2023; (iv) shares issuable pursuant to RSUs, granted on May 8, 2020, of which 3,831 shares vest on May 8, 2023; (v) shares issuable pursuant to RSUs, granted on March 8, 2021, of which 6,176 shares vest on March 8, 2023, and 6,177 shares that vest on March 8, 2024; (vi) shares issuable pursuant to RSUs, granted on February 24, 2022, of which 7,059 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. |
| F3 | Fully vested and exercisable. |
| F4 | Consists of 37,500 vested and exercisable options as of February 8, 2022 and 12,500 options that vest and become exercisable on February 8, 2023. |
| F5 | Consists of 1,725 vested and exercisable options as of February 8, 2022, and 576 options that vest and become exercisable on February 8, 2023. |
| F6 | Consists of 53,622 vested and exercisable options as of May 8, 2022 and 26,811 options that vest and become exercisable on each of May 8, 2023 and 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 converts into 1 share of common stock upon vesting. The vesting of 6,176 and 6,177 PSUs occurs on each of March 8, 2023 and March 8, 2024, respectively. |
| F8 | 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. |
| F9 | 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. |
For Christopher Armstrong, pursuant to the Power of Attorney previously filed.