Leagh Erin Turner - Feb 28, 2023 Form 4 Insider Report for Ceridian HCM Holding Inc. (CDAY)

Role
Co-Chief Executive Officer, Director
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, 03:54 PM
Previous filing
Feb 9, 2023
Next filing
Mar 9, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CDAY Common Stock Award $0 +68.6K +38.81% $0.00 245K Feb 28, 2023 Direct F1, 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 +6.03K $0.00 6.03K Feb 28, 2023 Common Stock 6.03K Direct F12
transaction CDAY Performance Units Award $0 +68.6K $0.00 68.6K Feb 28, 2023 Common Stock 68.6K Direct F13
transaction CDAY Performance Units Award $0 +27.4K $0.00 27.4K Feb 28, 2023 Common Stock 27.4K Direct F14
holding CDAY Option (right to purchase) 19K Feb 28, 2023 Common Stock 19K $38.63 Direct F4
holding CDAY Option (right to purchase) 38.2K Feb 28, 2023 Common Stock 38.2K $49.93 Direct F5
holding CDAY Option (right to purchase) 187K Feb 28, 2023 Common Stock 187K $65.26 Direct F6
holding CDAY Option (right to purchase) 132K Feb 28, 2023 Common Stock 132K $80.95 Direct F7
holding CDAY Performance Units 3.24K Feb 28, 2023 Common Stock 3.24K Direct F8
holding CDAY Performance Units 16.2K Feb 28, 2023 Common Stock 16.2K Direct F9
holding CDAY Performance Units 4.71K Feb 28, 2023 Common Stock 4.71K Direct F10
holding CDAY Performance Units 52.9K Feb 28, 2023 Common Stock 52.9K Direct F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

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, 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) of the 50,000 RSUs granted on September 4, 2018, 41,500 shares of Common Stock are issuable at the election of the recipient, (ii) of the 50,000 RSUs granted on September 9, 2019, 37,500 shares of Common Stock are issuable at the election of the recipient and 12,500 RSUs will vest and become issuable at the election of the recipient on September 9, 2023, (iii) 1,538 RSUs granted on February 28, 2020, that are issuable as shares of Common Stock at the election of the recipient; and (iv) of the 20,073 RSUs granted on May 8, 2020, 13,382 shares of Common Stock are issuable at the election of the recipient, and 6,691 RSUs will vest and become issuable at the election of the recipient on May 8, 2023.
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, (i) 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; and (ii) 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 Fully vested and exercisable.
F5 Consists of 19,084 vested and exercisable options as of March 20, 2022, and 19,084 options that vest and become exercisable on March 20, 2023.
F6 Consists of 93,660 vested and exercisable options as of May 8, 2022, and 46,830 options that vest and become exercisable on May 8, 2023, and 46,831 options that vest and become exercisable on May 8, 2024.
F7 Consists of 33,031 vested and exercisable options as of March 8, 2022, and 33,031 options that vest and become exercisable on each of March 8, 2023, March 8, 2024 and March 8, 2025.
F8 The vesting of 3,237 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.
F9 The vesting of 5,394 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 5,394 PSUs occurs on each of March 8, 2023, and March 8, 2024.
F10 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.
F11 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.
F12 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.
F13 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.
F14 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 Leagh Turner pursuant to the Power of Attorney previously filed.