William E. McDonald - Feb 28, 2023 Form 4 Insider Report for Ceridian HCM Holding Inc. (CDAY)

Role
EVP, GC & Corporate Secretary
Signature
/s/ William E. McDonald
Stock symbol
CDAY
Transactions as of
Feb 28, 2023
Transactions value $
-$3,206
Form type
4
Date filed
3/2/2023, 03:49 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 +13.7K +34.23% $0.00 53.8K Feb 28, 2023 Direct F1
transaction CDAY Common Stock Sale -$3.21K -44 -0.08% $72.86 53.7K Mar 1, 2023 Direct F2, F3

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 +2.04K $0.00 2.04K Feb 28, 2023 Common Stock 2.04K Direct F9
transaction CDAY Performance Units Award $0 +13.7K $0.00 13.7K Feb 28, 2023 Common Stock 13.7K Direct F10
transaction CDAY Performance Units Award $0 +4.11K $0.00 4.11K Feb 28, 2023 Common Stock 4.11K Direct F11
holding CDAY Option (Right to Purchase) 3.75K Feb 28, 2023 Common Stock 3.75K $19.04 Direct F4
holding CDAY Option (Right to Purchase) 34.7K Feb 28, 2023 Common Stock 34.7K $22.00 Direct F4
holding CDAY Option (Right to Purchase) 995 Feb 28, 2023 Common Stock 995 $44.91 Direct F4
holding CDAY Option (Right to Purchase) 28.6K Feb 28, 2023 Common Stock 28.6K $49.93 Direct F5
holding CDAY Option (Right to Purchase) 14.3K Feb 28, 2023 Common Stock 14.3K $65.26 Direct F6
holding CDAY Performance Units 3.09K Feb 28, 2023 Common Stock 3.09K Direct F7
holding CDAY Performance Units 7.84K Feb 28, 2023 Common Stock 7.84K Direct F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 13,711 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 44 shares of common stock of the Issuer ("Common Stock") were sold to cover withholding taxes as required pursuant to the terms of the RSU award agreement and 95 shares of Common Stock were issued to the Reporting Person in connection with the vesting of 139 RSUs on February 28, 2023.
F3 Includes (i) 13,762 shares of Common Stock, (ii) shares of Common Stock issuable pursuant to RSUs, granted on May 8, 2020, of which 1,532 shares vest on May 8, 2023; (iii) shares of Common Stock issuable pursuant to RSUs, granted on March 8, 2021, of which 1,544 shares vest on each of March 8, 2023 and March 8, 2024; (iv) shares of Common Stock issuable pursuant to RSUs, granted on August 6, 2021, of which 813 shares vest on each of August 6, 2023 and August 6, 2024; (v) shares of Common Stock issuable pursuant to RSUs, granted on February 24, 2022, of which 4,706 shares vest on each of February 24, 2024 and February 24, 2025; (vi) 10,588 shares of Common Stock issuable pursuant to RSUs, granted on February 24, 2022, which vest on June 30, 2023; and (vii) shares of Common Stock issuable pursuant to RSUs, granted on February 28, 2023, of which 4,570 shares vest on each of February 28, 2024, February 28, 2025, and 4,571 shares vest on February 28, 2026.
F4 Fully vested and exercisable.
F5 Consists of 19,084 options that are vested and exercisable as of March 20, 2022, and 9,542 options that vest and become exercisable on March 20, 2023.
F6 Consists of 7,149 options that are vested and exercisable as of May 8, 2022, and 3,575 options that vest and become exercisable on each of May 8, 2023, and May 8, 2024.
F7 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 1,544 PSUs occurs on each of March 8, 2023 and March 8, 2024.
F8 Pursuant to the terms of the PSU award agreement, the vesting of 3,920 PSUs occurs on each of February 24, 2024 and February 24, 2025, respectively.
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 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.
F10 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.
F11 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.