| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CDAY | Common Stock | Award | $0 | +68.6K | +11% | $0.00 | 692K | Feb 28, 2023 | Direct | F1, F2, F3 |
| holding | CDAY | Common Stock | 229K | Feb 28, 2023 | See Note | F4 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CDAY | Performance Units | Award | $0 | +6.03K | $0.00 | 6.03K | Feb 28, 2023 | Common Stock | 6.03K | Direct | F17 | ||
| transaction | CDAY | Performance Units | Award | $0 | +68.6K | $0.00 | 68.6K | Feb 28, 2023 | Common Stock | 68.6K | Direct | F18 | ||
| transaction | CDAY | Performance Units | Award | $0 | +27.4K | $0.00 | 27.4K | Feb 28, 2023 | Common Stock | 27.4K | Direct | F19 | ||
| holding | CDAY | Exchangeable Shares | 8.33K | Feb 28, 2023 | Common Stock | 8.33K | Direct | F5 | ||||||
| holding | CDAY | Exchangeable Shares | 1.86M | Feb 28, 2023 | Common Stock | 1.86M | See Note | F5, F6 | ||||||
| holding | CDAY | Option (right to buy) | 859K | Feb 28, 2023 | Common Stock | 859K | $22.00 | Direct | F7 | |||||
| holding | CDAY | Option (right to buy) | 10.4K | Feb 28, 2023 | Common Stock | 10.4K | $44.91 | Direct | F7 | |||||
| holding | CDAY | Option (right to buy) | 1.75M | Feb 28, 2023 | Common Stock | 1.75M | $49.93 | Direct | F8 | |||||
| holding | CDAY | Option (right to buy) | 1.5M | Feb 28, 2023 | Common Stock | 1.5M | $65.26 | Direct | F9, F10 | |||||
| holding | CDAY | Option (right to buy) | 322K | Feb 28, 2023 | Common Stock | 322K | $65.26 | Direct | F11 | |||||
| holding | CDAY | Option (right to buy) | 227K | Feb 28, 2023 | Common Stock | 227K | $80.95 | Direct | F12 | |||||
| holding | CDAY | Performance Units | 4.94K | Feb 28, 2023 | Common Stock | 4.94K | Direct | F13 | ||||||
| holding | CDAY | Performance Units | 27.8K | Feb 28, 2023 | Common Stock | 27.8K | Direct | F14 | ||||||
| holding | CDAY | Performance Units | 4.71K | Feb 28, 2023 | Common Stock | 4.71K | Direct | F15 | ||||||
| holding | CDAY | Performance Units | 52.9K | Feb 28, 2023 | Common Stock | 52.9K | Direct | F16 |
| Id | Content |
|---|---|
| F1 | 68,558 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 22,267 shares of Common Stock, and, subject to forfeiture should the recipient fail to make an election to convert to shares prior to the ten year anniversary of the grant date, (i) 500,000 RSUs granted on March 20, 2017, that are issuable as shares of Common Stock at the election of the recipient; (ii) 3,129 RSUs granted on February 28, 2020, that are issuable as shares of Common Stock at the election of the recipient, (iii) of the 34,477 RSUs granted on May 8, 2020, 22,984 shares of Common Stock are issuable at the election of the recipient, and 11,493 RSUs vest and become issuable at the election of the recipient on May 8, 2023; (iv) of the 63,532 RSUs granted on February 24, 2022, 21,177 shares of Common Stock are issuable at the election of the recipient, 21,177 RSUs vest and become issuable at the election of the recipient on February 24, 2024, and 21,178 RSUs vest and become issuable at the election of the recipient on February 24, 2025. |
| F3 | Includes, subject to forfeiture should the recipient fail to make an election to convert to shares prior to the ten year anniversary of the grant date, shares of Common Stock issuable pursuant to RSUs, granted on February 28, 2023, of which 22,852 RSUs vest and become issuable at the election of the recipient on February 28, 2024, and 22,853 RSUs vest and become issuable at the election of the recipient on each of February 28, 2025, and February 28, 2026. |
| F4 | Indirectly owned through OsFund Inc. The Reporting Person disclaims beneficial ownership except to the extent of the Reporting Person's pecuniary interest. |
| F5 | Represents exchangeable shares of Ceridian AcquisitionCo ULC, a wholly owned subsidiary of the Issuer, that are exchangeable at the option of the holder for shares of common stock of the Issuer. Each exchangeable share is convertible into one share of common stock of the Issuer, subject to adjustments. The exchangeable shares are currently exercisable and have no expiration date. |
| F6 | Indirectly owned through Osscer Inc. The Reporting Person disclaims beneficial ownership except to the extent of the Reporting Person's pecuniary interest. |
| F7 | Fully vested and exercisable |
| F8 | Consists of 1,312,500 vested and exercisable options as of March 20, 2022 and 437,500 options that vest and become exercisable on March 20, 2023. |
| F9 | The vesting conditions for this award are based on the Issuer's performance on the New York Stock Exchange ("NYSE") with (i) 750,000 shares available to vest when the Issuer's per share closing price on the NYSE meets or exceeds $110.94, or 1.7 times the exercise price, for ten consecutive trading days ("Performance Metric #1") and (ii) the remaining 750,000 shares are available to vest when the Issuer's per share closing price on the NYSE meets or exceeds $130.52, or 2.0 times the exercise price, for ten consecutive trading days ("Performance Metric #2", collectively with Performance Metric #1, the "Performance Metrics"). The vesting conditions of the Performance Metrics must be achieved prior to May 8, 2025, or any unvested portion of the award will terminate. Further, no portion of the award will vest and become exercisable until May 8, 2023, the third anniversary of the date of grant (the "Time-Based Metric"). |
| F10 | The shares underlying Performance Metric #1, which was achieved on October 6, 2021, will vest and become exercisable on May 8, 2023 provided that continuous employment of Mr. Ossip is maintained through that date. If Performance Metric #2 is met prior to satisfying the Time-Based Metric, the shares underlying Performance Metric #2 will vest and become exercisable on May 8, 2023 provided that continuous employment of Mr. Ossip is maintained through that date. If the Time-Based Metric is met and Performance Metric #2 has not been met on or prior to May 8, 2025, the award will be terminated. |
| F11 | Consists of 160,866 vested and exercisable options as of May 8, 2022, and 80,434 options that vest and become exercisable on each of May 8, 2023 and May 8, 2024. |
| F12 | Consists of 56,732 vested and exercisable options as of March 8, 2022, and 56,733 options that vest and become exercisable on each of March 8, 2023, March 8, 2024 and March 8, 2025. |
| F13 | The vesting of 4,942 performance stock units ("PSUs") occurred on March 8, 2022, and the recipient has until March 8, 2031 to elect to convert any or all of the vested PSUs into shares of Common Stock. |
| F14 | The vesting of 9,264 PSUs occurred on March 8, 2022, and the recipient has until March 8, 2031 to elect to convert any or all of the vested PSUs into shares of Common Stock. The vesting of 9,265 PSUs occurs on each of March 8, 2023, and March 8, 2024. |
| F15 | 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 the vesting of 4,705 of the 5,648 PSUs granted on February 24, 2022. The vesting of the 4,705 PSUs occurred on February 24, 2023, and the recipient has until February 24, 2032 to elect to convert any or all of the vested PSUs into shares of Common Stock. |
| F16 | 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 converts into 0.833 shares of Common Stock upon vesting and issuance. As a result, 17,640 PSUs vested on February 24, 2023, and the recipient has until February 24, 2032 to elect to convert any or all of the vested PSUs into shares of Common Stock. The vesting of 17,641 PSUs occurs on each of February 24, 2024, and February 24, 2025. |
| F17 | 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. |
| F18 | 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. |
| F19 | 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 David Ossip, pursuant to the Power of Attorney previously filed.