Jeffrey Scott Jacobs - Mar 8, 2023 Form 4 Insider Report for Ceridian HCM Holding Inc. (CDAY)

Signature
/s/ William E. McDonald
Stock symbol
CDAY
Transactions as of
Mar 8, 2023
Transactions value $
-$36,562
Form type
4
Date filed
3/10/2023, 04:22 PM
Previous filing
Mar 2, 2023
Next filing
May 10, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CDAY Common Stock Sale -$18.3K -255 -1.36% $71.69 18.5K Mar 9, 2023 Direct F1, F2
transaction CDAY Common Stock Options Exercise +823 +4.45% 19.3K Mar 8, 2023 Direct F3
transaction CDAY Common Stock Sale -$18.3K -255 -1.32% $71.69 19K 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 -823 -49.97% $0.00 824 Mar 8, 2023 Common Stock 823 Direct F3
holding CDAY Option (right to buy) 500 Mar 8, 2023 Common Stock 500 $17.58 Direct F7
holding CDAY Option (right to buy) 1.13K Mar 8, 2023 Common Stock 1.13K $16.82 Direct F7
holding CDAY Option (right to buy) 5K Mar 8, 2023 Common Stock 5K $19.04 Direct F7
holding CDAY Option (right to buy) 32.6K Mar 8, 2023 Common Stock 32.6K $22.00 Direct F7
holding CDAY Option (right to buy) 712 Mar 8, 2023 Common Stock 712 $44.91 Direct F7
holding CDAY Option (right to buy) 8.4K Mar 8, 2023 Common Stock 8.4K $49.93 Direct F8
holding CDAY Option (right to buy) 14.3K Mar 8, 2023 Common Stock 14.3K $65.26 Direct F9
holding CDAY Performance Units 2.35K Mar 8, 2023 Common Stock 2.35K Direct F10
holding CDAY Performance Units 845 Mar 8, 2023 Common Stock 845 Direct F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 255 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 568 shares of Common Stock were issued to the Reporting Person in connection with the vesting of 823 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 $71.73 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 823 occurred on March 8, 2023, and the vesting of 824 PSUs occurs on March 8, 2024.
F4 255 shares of Common Stock were sold to cover withholding taxes as required pursuant to the terms of the PSU award agreement and 568 shares of Common Stock were issued to the Reporting Person in connection with the vesting of 823 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 $71.6718 to $71.69 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) 6,658 shares of Common Stock, (ii) shares of Common Stock issuable pursuant to RSUs, granted on May 8, 2020, of which 511 shares vest on May 8, 2023; (iii) shares of Common Stock that are issuable pursuant to RSUs, granted on March 8, 2021, of which 824 shares vest on March 8, 2024; (iv) shares of Common Stock issuable pursuant to RSUs, granted on February 24, 2022, of which 1,412 shares vest on each of February 24, 2024 and February 24, 2025; and (v) shares of Common Stock issuable pursuant to RSUs, granted on February 28, 2023, of which 2,742 shares vest on each of February 28, 2024 and February 28, 2025, and 2,743 shares vest on February 28, 2026.
F7 Fully vested and exercisable.
F8 Consists of 6,297 vested and exercisable options as of March 20, 2022, and 2,099 options that vest and become exercisable on March 20, 2023.
F9 Consists of 7,149 vested and exercisable options as of May 8, 2022, and 3,575 options that vest and become exercisable on each of May 8, 2023, and May 8, 2024.
F10 Pursuant to the terms of the PSU award agreement, the vesting of 1,176 PSUs occurs on each of February 24, 2024 and February 24, 2025.
F11 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.

Remarks:

For Jeffrey Jacobs pursuant to the Power of Attorney previously filed.