Christopher R. Armstrong - Feb 24, 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 24, 2023
Transactions value $
-$497,735
Form type
4
Date filed
2/28/2023, 03:39 PM
Previous filing
Feb 10, 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 Sale -$235K -3.24K -3.36% $72.44 93.3K Feb 27, 2023 Direct F1, F2
transaction CDAY Common Stock Options Exercise +2.31K +2.48% 95.6K Feb 24, 2023 Direct F3
transaction CDAY Common Stock Sale -$67.3K -929 -0.97% $72.44 94.7K Feb 27, 2023 Direct F4, F5
transaction CDAY Common Stock Options Exercise +5.88K +6.21% 101K Feb 24, 2023 Direct F6
transaction CDAY Common Stock Sale -$196K -2.7K -2.68% $72.44 97.9K Feb 27, 2023 Direct F7, F8, F9

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 -2.31K -100% $0.00* 0 Feb 24, 2023 Common Stock 2.31K Direct F3
transaction CDAY Performance Units Options Exercise $0 -5.88K -33.33% $0.00 11.8K Feb 24, 2023 Common Stock 5.88K Direct F6
holding CDAY Option (right to buy) 50K Feb 24, 2023 Common Stock 50K $44.91 Direct F10
holding CDAY Option (right to buy) 2.3K Feb 24, 2023 Common Stock 2.3K $44.91 Direct F10
holding CDAY Option (right to buy) 107K Feb 24, 2023 Common Stock 107K $65.26 Direct F11
holding CDAY Performance Units 12.4K Feb 24, 2023 Common Stock 12.4K Direct F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 3,242 shares of common stock of the Issuer ("Common Stock") were sold to cover withholding taxes as required pursuant to the terms of the restricted stock unit ("RSU") award agreement and 3,817 shares of Common Stock were issued to the Reporting Person in connection with the vesting of 7,059 RSUs on February 24, 2023.
F2 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.41 to $72.44 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 Pursuant to the terms of the Company's 2022 Management Incentive Plan, the Company achieved a total payout of 83.3% under the performance metrics resulting in 2,312 shares of Common Stock vesting of the 2,775 performance stock units ("PSU") granted on February 24, 2022.
F4 929 shares of Common Stock were sold to cover withholding taxes as required pursuant to the terms of the PSU award agreement and 1,383 shares of Common Stock were issued to the Reporting Person in connection with the vesting of 2,312 PSUs on February 24, 2023.
F5 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.335 to $72.44 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.
F6 Pursuant to the terms of the PSU award agreement, the Company achieved a total payout of 83.3% under the performance metrics, and each PSU converted into 0.833 shares of Common Stock upon vesting. As a result, 5,880 PSUs vested on February 24, 2023, and 5,880 PSUs will vest on each of February 24, 2024 and February 24, 2025.
F7 2,700 shares of Common Stock were sold to cover withholding taxes as required pursuant to the terms of the PSU award agreement and 3,180 shares of Common Stock were issued to the Reporting Person in connection with the vesting of 5,880 PSUs on February 24, 2023.
F8 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.335 to $72.44 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.
F9 Includes (i) 56,493 shares of Common Stock; (ii) shares of Common Stock issuable pursuant to RSUs, granted on February 28, 2020, of which 513 shares vest on February 28, 2023; (iv) shares of Common Stock issuable pursuant to RSUs, granted on May 8, 2020, of which 3,831 shares vest on May 8, 2023; (v) shares of Common Stock 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 of Common Stock issuable pursuant to RSUs, granted on February 24, 2022, of which 7,059 shares vest on each of February 24, 2024 and February 24, 2025; and (vii) 10,588 shares of Common Stock issuable pursuant to RSUs, granted on February 24, 2022, which vest on June 30, 2023.
F10 Fully vested and exercisable.
F11 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.
F12 Given the Company's performance in 2021 and pursuant to the terms of the PSU award agreement, each PSU granted on March 8, 2021 converted 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.

Remarks:

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