Noemie Heuland - Feb 28, 2023 Form 4 Insider Report for Ceridian HCM Holding Inc. (CDAY)

Role
EVP, CFO
Signature
/s/ William McDonald, attorney-in-fact
Stock symbol
CDAY
Transactions as of
Feb 28, 2023
Transactions value $
$0
Form type
4
Date filed
3/2/2023, 03:38 PM
Previous filing
Feb 28, 2023
Next filing
Jul 5, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CDAY Common Stock Award $0 +17.1K +30.01% $0.00 74.2K Feb 28, 2023 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 Performance Units Award $0 +2.72K $0.00 2.72K Feb 28, 2023 Common Stock 2.72K Direct F4
transaction CDAY Performance Units Award $0 +17.1K $0.00 17.1K Feb 28, 2023 Common Stock 17.1K Direct F5
transaction CDAY Performance Units Award $0 +5.14K $0.00 5.14K Feb 28, 2023 Common Stock 5.14K Direct F6
holding CDAY Performance Units 9.8K Feb 28, 2023 Common Stock 9.8K Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 17,139 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 Includes (i) 23,442 shares of Common Stock, (ii) shares of Common Stock issuable pursuant to RSUS, granted on November 9, 2020, of which 11,315 shares vest on November 9, 2023; (iii) shares of Common Stock issuable pursuant to RSUs, granted on February 24, 2022, of which 5,882 shares vest on February 24, 2024 and 5,883 shares vest on February 24, 2025; (iv) 10,588 shares of Common Stock issuable pursuant to RSUs, granted on February 24, 2022, which vest on June 30, 2023; and (v) shares of Common Stock issuable pursuant to RSUs, granted on February 28, 2023, of which 5,713 shares vest on each of February 28, 2024, February 28, 2025 and February 28, 2026.
F3 Pursuant to the terms of the performance stock unit ("PSU") award agreement, the vesting of 4,900 PSUs occurs on each of February 24, 2024 and February 24, 2025.
F4 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 150% 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.
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 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.
F6 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.

Remarks:

For Noemie Heuland, pursuant to the Power of Attorney previously filed.