Stephen H. Holdridge - Nov 14, 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
Nov 14, 2022
Transactions value $
-$210,000
Form type
4
Date filed
11/16/2022, 03:18 PM
Previous filing
Mar 10, 2022
Next filing
Feb 28, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CDAY Common Stock Sale -$68K -1K -2.25% $68.00 43.4K Nov 14, 2022 Direct F1
transaction CDAY Common Stock Sale -$70K -1K -2.3% $70.00 42.4K Nov 15, 2022 Direct F1
transaction CDAY Common Stock Sale -$72K -1K -2.36% $72.00 41.4K Nov 15, 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
holding CDAY Option (right to buy) 65.5K Nov 14, 2022 Common Stock 65.5K $70.73 Direct F3
holding CDAY Performance Units 6.18K Nov 14, 2022 Common Stock 6.18K Direct F4
holding CDAY Performance Units 2.33K Nov 14, 2022 Common Stock 2.33K Direct F5
holding CDAY Performance Units 21.2K Nov 14, 2022 Common Stock 21.2K Direct F6
* 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) 3,488 shares of common stock, which includes 218 and 20 shares acquired under the Ceridian HCM Holding Inc. Global Employee Stock Purchase Plan on March 31, 2022 and June 30, 2022 respectively, (ii) shares issuable pursuant to RSUs, granted on March 8, 2021, of which 3,088 shares vest on each of March 8, 2023 and March 8, 2024; (iii) 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 (iv) 10,588 shares issuable pursuant to RSUs, granted on February 24, 2022, which vest on June 30, 2023.
F3 Consists of 32,773 vested and exercisable options as of February 28, 2022, and 16,387 options that vest and become exercisable on each of February 28, 2023 and February 28, 2024.
F4 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 3,088 PSUs occurs on each of March 8, 2023 and March 8, 2024.
F5 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.
F6 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 Stephen Holdridge, pursuant to the Power of Attorney previously filed.