| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CDAY | Common Stock | Award | $0 | +27.4K | +28.01% | $0.00 | 125K | Feb 28, 2023 | Direct | F1 |
| transaction | CDAY | Common Stock | Sale | -$17.2K | -236 | -0.19% | $72.86 | 125K | Mar 1, 2023 | Direct | F2, F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CDAY | Performance Units | Award | $0 | +3.95K | $0.00 | 3.95K | Feb 28, 2023 | Common Stock | 3.95K | Direct | F8 | ||
| transaction | CDAY | Performance Units | Award | $0 | +27.4K | $0.00 | 27.4K | Feb 28, 2023 | Common Stock | 27.4K | Direct | F9 | ||
| transaction | CDAY | Performance Units | Award | $0 | +8.23K | $0.00 | 8.23K | Feb 28, 2023 | Common Stock | 8.23K | Direct | F10 | ||
| holding | CDAY | Option (right to buy) | 50K | Feb 28, 2023 | Common Stock | 50K | $44.91 | Direct | F4 | |||||
| holding | CDAY | Option (right to buy) | 2.3K | Feb 28, 2023 | Common Stock | 2.3K | $44.91 | Direct | F4 | |||||
| holding | CDAY | Option (right to buy) | 107K | Feb 28, 2023 | Common Stock | 107K | $65.26 | Direct | F5 | |||||
| holding | CDAY | Performance Units | 12.4K | Feb 28, 2023 | Common Stock | 12.4K | Direct | F6 | ||||||
| holding | CDAY | Performance Units | 11.8K | Feb 28, 2023 | Common Stock | 11.8K | Direct | F7 |
| Id | Content |
|---|---|
| F1 | 27,423 shares of common stock of the Issuer ("Common Stock") that are issuable pursuant to Restricted Stock Units ("RSUs"), granted on February 28, 2023, that vest in three annual installments beginning on February 28, 2024. |
| F2 | 236 shares of Common Stock were sold to cover withholding taxes as required pursuant to the terms of the RSU award agreement and 277 shares of Common Stock were issued to the Reporting Person in connection with the vesting of 513 RSUs on February 28, 2023. |
| F3 | Includes (i) 56,770 shares of Common Stock; (ii) shares of Common Stock issuable pursuant to RSUs, granted on May 8, 2020, of which 3,831 shares vest on May 8, 2023; (iii) 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; (iv) 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; (v) 10,588 shares of Common Stock issuable pursuant to RSUs, granted on February 24, 2022, which vest on June 30, 2023; and (vi) shares of Common Stock issuable pursuant to RSUs, granted on February 28, 2023, of which 9,141 shares vest on each of February 28, 2024, February 28, 2025 and February 28, 2026 |
| F4 | Fully vested and exercisable. |
| F5 | 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. |
| F6 | Given the Company's performance in 2021 and pursuant to the terms of the performance stock unit ("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. |
| F7 | Pursuant to the terms of the PSU award agreement, the vesting of 5,880 PSUs occurs on each of February 24, 2024 and February 24, 2025. |
| 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 2023 Management Incentive Plan ("2023 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 2023 MIP. Based on actual results during the fiscal year ended December 31, 2023, 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 2023 MIP for the individual 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 annually over a three year period. 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 each of the preceding period beginning on January 1 and ending December 31, 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 annual performance metrics under the PSU Agreement is certified to have been met by the Compensation Committee or the Board of Directors of the Company for the prior period, and then any such certified amount will vest on the anniversary of the date of grant. |
| F10 | Each PSU represents a contingent right to receive shares of Common Stock based upon the degree to which the performance metric contained in the PSU Agreement is 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 period beginning January 1, 2023 and ending December 31, 2025, the aggregate number of shares of Common Stock issued may range from zero shares to 200% 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 the performance metric 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 on February 28, 2026. |
For Christopher Armstrong, pursuant to the Power of Attorney previously filed.