Stephen H. Holdridge - Feb 28, 2023 Form 4 Insider Report for Ceridian HCM Holding Inc. (CDAY)

Role
President Customer&Revenue Ops
Signature
/s/ William E. McDonald, attorney-in-fact
Stock symbol
CDAY
Transactions as of
Feb 28, 2023
Transactions value $
$0
Form type
4
Date filed
3/2/2023, 03:40 PM
Previous filing
Feb 28, 2023
Next filing
Mar 10, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CDAY Common Stock Award $0 +27.4K +61.6% $0.00 71.9K 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 +3.92K $0.00 3.92K Feb 28, 2023 Common Stock 3.92K Direct F6
transaction CDAY Performance Units Award $0 +27.4K $0.00 27.4K Feb 28, 2023 Common Stock 27.4K Direct F7
transaction CDAY Performance Units Award $0 +8.23K $0.00 8.23K Feb 28, 2023 Common Stock 8.23K Direct F8
transaction CDAY Performance Units Award $0 +11.7K $0.00 11.7K Feb 28, 2023 Common Stock 11.7K Direct F9
holding CDAY Option (right to buy) 65.5K Feb 28, 2023 Common Stock 65.5K $70.73 Direct F3
holding CDAY Performance Units 6.18K Feb 28, 2023 Common Stock 6.18K Direct F4
holding CDAY Performance Units 11.8K Feb 28, 2023 Common Stock 11.8K Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 27,423 shares 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) 13,634 shares of common stock of the Issuer ("Common Stock"), (ii) shares of Common Stock 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 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; (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 9,141 shares vest on each of February 28, 2024, February 28, 2025 and February 28, 2026.
F3 Consists of 49,160 vested and exercisable options as of February 28, 2023, and 16,387 options that vest and become exercisable on 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 converted 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 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.
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 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 172% 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.
F7 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.
F8 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.
F9 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 fiscal year ended December 31, 2023, 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 one-third on each anniversary of the date of grant.

Remarks:

For Stephen Holdridge, pursuant to the Power of Attorney previously filed.