Leagh Erin Turner - Feb 7, 2023 Form 4 Insider Report for Ceridian HCM Holding Inc. (CDAY)

Signature
/s/ William E. McDonald, attorney-in-fact
Stock symbol
CDAY
Transactions as of
Feb 7, 2023
Transactions value $
-$205,390
Form type
4
Date filed
2/9/2023, 03:17 PM
Previous filing
Jan 11, 2023
Next filing
Mar 2, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CDAY Common Stock Options Exercise $232K +6K +3.4% $38.63 183K Feb 7, 2023 Direct F1
transaction CDAY Common Stock Sale -$351K -4.83K -2.64% $72.69 178K Feb 7, 2023 Direct F1, F2
transaction CDAY Common Stock Sale -$86.1K -1.17K -0.66% $73.57 177K Feb 7, 2023 Direct F1, F3, F4, F5

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 purchase) Options Exercise $0 -6K -24% $0.00 19K Feb 7, 2023 Common Stock 6K $38.63 Direct F1, F6
holding CDAY Option (right to purchase) 38.2K Feb 7, 2023 Common Stock 38.2K $49.93 Direct F7
holding CDAY Option (right to purchase) 187K Feb 7, 2023 Common Stock 187K $65.26 Direct F8
holding CDAY Option (right to purchase) 132K Feb 7, 2023 Common Stock 132K $80.95 Direct F9
holding CDAY Performance Units 3.24K Feb 7, 2023 Common Stock 3.24K Direct F10
holding CDAY Performance Units 16.2K Feb 7, 2023 Common Stock 16.2K Direct F11
holding CDAY Performance Units 5.65K Feb 7, 2023 Common Stock 5.65K Direct F12
holding CDAY Performance Units 63.5K Feb 7, 2023 Common Stock 63.5K Direct F13
* 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 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.39 to $73.07 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 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.48 to $73.64 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.
F4 Includes (i) of the 50,000 Restricted Stock Units (RSUs) granted on September 4, 2018, 41,500 shares are issuable at the election of the recipient, (ii) of the 50,000 RSUs granted on September 9, 2019, 37,500 shares are issuable at the election of the recipient and 12,500 RSUs will vest and become issuable at the election of the recipient on September 9, 2023, (iii) of the 1,538 RSUs granted on February 28, 2020, 1,025 shares are issuable at the election of the recipient, and 513 RSUs will vest and become issuable at the election of the recipient on February 28, 2023; (iv) of the 20,073 RSUs granted on May 8, 2020, 13,382 shares are issuable at the election of the recipient, and 6,691 RSUs will vest and become issuable at the election of the recipient on May 8, 2023; and
F5 (v) shares issuable pursuant to RSUs, granted on February 24, 2022, of which 21,177 RSUs vest and become issuable at the election of the recipient on each of February 24, 2023 and February 24, 2024 and 21,178 RSUs vest and become issuable at the election of the recipient on February 24, 2025.
F6 Fully vested and exercisable.
F7 Consists of 19,084 vested and exercisable options as of March 20, 2022, and 19,084 options that vest and become exercisable on March 20, 2023.
F8 Consists of 93,660 vested and exercisable options as of May 8, 2022, and 46,830 options that vest and become exercisable on May 8, 2023, and 46,831 options that vest and become exercisable on May 8, 2024.
F9 Consists of 33,031 vested and exercisable options as of March 8, 2022, and 33,031 options that vest and become exercisable on each of March 8, 2023, March 8, 2024 and March 8, 2025.
F10 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 and at the election of the recipient. The vesting of 3,237 PSUs occurred on March 8, 2022.
F11 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 and at the election of the recipient. The vesting of 5,394 PSUs occurred on March 8, 2022, and the vesting of 5,394 PSUs occurs on each of March 8, 2023 and March 8, 2024.
F12 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.
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 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 Leagh Turner pursuant to the Power of Attorney previously filed.