William E. McDonald - Aug 7, 2023 Form 4 Insider Report for Ceridian HCM Holding Inc. (CDAY)

Signature
/s/ William E. McDonald
Stock symbol
CDAY
Transactions as of
Aug 7, 2023
Transactions value $
-$26,640
Form type
4
Date filed
8/8/2023, 04:31 PM
Previous filing
Aug 8, 2023
Next filing
Feb 7, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % Price $ Shares After Date Ownership Footnotes
transaction CDAY Common Stock Sale -$26.6K -373 -0.76% $71.42 48.5K Aug 7, 2023 Direct F1, F2

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
holding CDAY Option (Right to Purchase) 3.75K Aug 7, 2023 Common Stock 3.75K $19.04 Direct F3
holding CDAY Option (Right to Purchase) 34.7K Aug 7, 2023 Common Stock 34.7K $22.00 Direct F3
holding CDAY Option (Right to Purchase) 995 Aug 7, 2023 Common Stock 995 $44.91 Direct F3
holding CDAY Option (Right to Purchase) 28.6K Aug 7, 2023 Common Stock 28.6K $49.93 Direct F3
holding CDAY Option (Right to Purchase) 14.3K Aug 7, 2023 Common Stock 14.3K $65.26 Direct F4
holding CDAY Performance Units 1.54K Aug 7, 2023 Common Stock 1.54K Direct F5
holding CDAY Performance Units 7.84K Aug 7, 2023 Common Stock 7.84K Direct F6
holding CDAY Performance Units 2.04K Aug 7, 2023 Common Stock 2.04K Direct F7
holding CDAY Performance Units 13.7K Aug 7, 2023 Common Stock 13.7K Direct F8
holding CDAY Performance Units 4.11K Aug 7, 2023 Common Stock 4.11K Direct F9

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 373 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 440 shares of Common Stock were issued to the Reporting Person in connection with the vesting of 813 RSUs on August 6, 2023.
F2 Includes (i) 23,031 shares of Common Stock, (ii) shares of Common Stock issuable pursuant to RSUs, granted on March 8, 2021, of which 1,544 shares vest on March 8, 2024; (iii) shares of Common Stock issuable pursuant to RSUs, granted on August 6, 2021, of which 813 shares vest on August 6, 2024; (iv) 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; and (v) 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.
F3 Fully vested and exercisable.
F4 Consists of 10,724 options that are vested and exercisable as of May 8, 2023, and 3,575 options that vest and become exercisable on May 8, 2024.
F5 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 March 8, 2024.
F6 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.
F7 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.
F8 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.
F9 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.