Stephen H. Holdridge - Mar 8, 2023 Form 4 Insider Report for Ceridian HCM Holding Inc. (CDAY)

Signature
/s/ William E. McDonald, attorney-in-fact
Stock symbol
CDAY
Transactions as of
Mar 8, 2023
Transactions value $
-$201,736
Form type
4
Date filed
3/10/2023, 04:18 PM
Previous filing
Mar 2, 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 Sale -$101K -1.41K -1.96% $71.69 70.5K Mar 9, 2023 Direct F1, F2
transaction CDAY Common Stock Options Exercise +3.09K +4.38% 73.6K Mar 8, 2023 Direct F3
transaction CDAY Common Stock Sale -$101K -1.41K -1.91% $71.69 72.2K Mar 9, 2023 Direct F4, F5, F6

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 Options Exercise $0 -3.09K -50% $0.00 3.09K Mar 8, 2023 Common Stock 3.09K Direct F3
holding CDAY Option (right to buy) 65.5K Mar 8, 2023 Common Stock 65.5K $70.73 Direct F7
holding CDAY Performance Units 11.8K Mar 8, 2023 Common Stock 11.8K Direct F8
holding CDAY Performance Units 3.92K Mar 8, 2023 Common Stock 3.92K Direct F9
holding CDAY Performance Units 27.4K Mar 8, 2023 Common Stock 27.4K Direct F10
holding CDAY Performance Units 8.23K Mar 8, 2023 Common Stock 8.23K Direct F11
holding CDAY Performance Units 11.7K Mar 8, 2023 Common Stock 11.7K Direct F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 1,407 shares of common stock of the Issuer ("Common Stock") were sold to cover withholding taxes as required pursuant to the terms of the restricted stock unit ("RSU") award agreement and 1,681 shares of Common Stock were issued to the Reporting Person in connection with the vesting of 3,088 RSUs on March 8, 2023.
F2 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.69 to $71.7011 inclusive. The reporting person undertakes to provide Ceridian HCM Holding Inc., any security holder of Ceridian HCM Holding Inc. or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F3 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 3,088 occurred on March 8, 2023, and the vesting of 3,088 PSUs occurs on March 8, 2024.
F4 1,407 shares of Common Stock were sold to cover withholding taxes as required pursuant to the terms of the PSU award agreement and 1,681 shares of Common Stock were issued to the Reporting Person in connection with the vesting of 3,088 PSUs on March 8, 2023.
F5 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.69 to $71.725 inclusive. The reporting person undertakes to provide Ceridian HCM Holding Inc., any security holder of Ceridian HCM Holding Inc. or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F6 Includes (i) 16,996 shares of Common Stock, (ii) shares of Common Stock issuable pursuant to RSUs, granted on March 8, 2021, of which 3,088 shares vest on 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.
F7 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.
F8 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.
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 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.
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.
F12 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.