Christopher R. Armstrong - Oct 24, 2022 Form 4 Insider Report for Ceridian HCM Holding Inc. (CDAY)

Signature
/s/ William E. McDonald, attorney-in-fact
Stock symbol
CDAY
Transactions as of
Oct 24, 2022
Transactions value $
-$2,060,596
Form type
4
Date filed
10/26/2022, 04:22 PM
Previous filing
Sep 30, 2022
Next filing
Feb 10, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CDAY Common Stock Options Exercise $50K +2.91K +2.89% $17.20* 103K Oct 24, 2022 Direct F1
transaction CDAY Common Stock Options Exercise $591K +26.9K +26% $22.00 130K Oct 24, 2022 Direct F1
transaction CDAY Common Stock Sale -$1.79M -29.8K -22.87% $60.00 100K Oct 24, 2022 Direct F1
transaction CDAY Common Stock Options Exercise $530K +24.1K +23.96% $22.00 125K Oct 25, 2022 Direct F1
transaction CDAY Common Stock Sale -$1.44M -24.1K -19.33% $60.00 100K Oct 25, 2022 Direct F1, 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 $0 -2.91K -100% $0.00* 0 Oct 24, 2022 Common Stock 2.91K $17.20 Direct F1, F3
transaction CDAY Option (right to buy) Options Exercise $0 -26.9K -52.76% $0.00 24.1K Oct 24, 2022 Common Stock 26.9K $22.00 Direct F1, F3
transaction CDAY Option (right to buy) Options Exercise $0 -24.1K -100% $0.00* 0 Oct 25, 2022 Common Stock 24.1K $22.00 Direct F1, F3
holding CDAY Option (right to buy) 50K Oct 24, 2022 Common Stock 50K $44.91 Direct F4
holding CDAY Option (right to buy) 2.3K Oct 24, 2022 Common Stock 2.3K $44.91 Direct F5
holding CDAY Option (right to buy) 107K Oct 24, 2022 Common Stock 107K $65.26 Direct F6
holding CDAY Performance Units 12.4K Oct 24, 2022 Common Stock 12.4K Direct F7
holding CDAY Performance Units 2.78K Oct 24, 2022 Common Stock 2.78K Direct F8
holding CDAY Performance Units 21.2K Oct 24, 2022 Common Stock 21.2K Direct F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

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.

Remarks:

For Christopher Armstrong, pursuant to the Power of Attorney previously filed.