0000899243-19-014845.txt : 20190528 0000899243-19-014845.hdr.sgml : 20190528 20190528160645 ACCESSION NUMBER: 0000899243-19-014845 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20190523 FILED AS OF DATE: 20190528 DATE AS OF CHANGE: 20190528 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THOMAS H. LEE ADVISORS, LLC CENTRAL INDEX KEY: 0001260943 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38467 FILM NUMBER: 19857743 BUSINESS ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6172271050 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 FORMER NAME: FORMER CONFORMED NAME: LEE THOMAS H ADVISORS LLC DATE OF NAME CHANGE: 20030822 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Putnam Investments Employees' Securities Co III LLC CENTRAL INDEX KEY: 0001545929 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38467 FILM NUMBER: 19857744 BUSINESS ADDRESS: STREET 1: C/O THOMAS H.LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617 -227-1050 MAIL ADDRESS: STREET 1: C/O THOMAS H.LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THL Equity Fund VI Investors (Ceridian) V, LLC CENTRAL INDEX KEY: 0001737160 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38467 FILM NUMBER: 19857745 BUSINESS ADDRESS: STREET 1: C/O THOMAS H LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617-227-1050 MAIL ADDRESS: STREET 1: C/O THOMAS H LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THL Equity Fund VI Investors (Ceridian) VI, L.P. CENTRAL INDEX KEY: 0001670734 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38467 FILM NUMBER: 19857746 BUSINESS ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617-227-1050 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THL Coinvestment Partners, L.P. CENTRAL INDEX KEY: 0001429869 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38467 FILM NUMBER: 19857747 BUSINESS ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: C/O THOMAS H. LEE PARTNERS, L.P. CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6172271050 MAIL ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: C/O THOMAS H. LEE PARTNERS, L.P. CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THL Operating Partners, L.P. CENTRAL INDEX KEY: 0001429868 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38467 FILM NUMBER: 19857748 BUSINESS ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: C/O THOMAS H. LEE PARTNERS, L.P. CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6172271050 MAIL ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: C/O THOMAS H. LEE PARTNERS, L.P. CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Great-West Investors LP CENTRAL INDEX KEY: 0001604101 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38467 FILM NUMBER: 19857749 BUSINESS ADDRESS: STREET 1: C/O THOMAS H. LEE PARNTERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617 227-1050 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARNTERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HAGERTY THOMAS M CENTRAL INDEX KEY: 0001058835 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38467 FILM NUMBER: 19857750 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35 FLOOR CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rao Gnaneshwar B. CENTRAL INDEX KEY: 0001450650 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38467 FILM NUMBER: 19857751 MAIL ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Ceridian HCM Holding Inc. CENTRAL INDEX KEY: 0001725057 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 463231686 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3311 EAST OLD SHAKOPEE ROAD CITY: MINNEAPOLIS STATE: MN ZIP: 55425 BUSINESS PHONE: 952-853-8100 MAIL ADDRESS: STREET 1: 3311 EAST OLD SHAKOPEE ROAD CITY: MINNEAPOLIS STATE: MN ZIP: 55425 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-05-23 0 0001725057 Ceridian HCM Holding Inc. CDAY 0001260943 THOMAS H. LEE ADVISORS, LLC C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 1 0 1 0 0001545929 Putnam Investments Employees' Securities Co III LLC C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON 02110 1 0 1 0 0001737160 THL Equity Fund VI Investors (Ceridian) V, LLC C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 1 0 1 0 0001670734 THL Equity Fund VI Investors (Ceridian) VI, L.P. C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 1 0 1 0 0001429869 THL Coinvestment Partners, L.P. C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 1 0 1 0 0001429868 THL Operating Partners, L.P. C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 1 0 1 0 0001604101 Great-West Investors LP C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 1 0 1 0 0001058835 HAGERTY THOMAS M C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 1 0 0 0 0001450650 Rao Gnaneshwar B. C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 1 0 0 0 Common Stock 2019-05-23 4 S 0 6000000 50.25 D 41234691 I See Footnotes See Exhibit 99.1 for text of footnote (1). See Exhibit 99.1 for text of footnote (2). See Exhibit 99.1 for text of footnote (3). See Exhibit 99.1 for text of footnote (4). See Exhibit 99.1 for text of footnote (5). See Exhibit 99.1 for text of footnote (6). Exhibit 99.1 and Exhibit 99.2 (Joint Filer Information) are incorporated herein by reference. This Form 4 is the second of two Form 4s filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons. Each Form 4 is filed by Designated Filer, Thomas H. Lee Advisors, LLC. Form 2 of 2 THOMAS H. LEE ADVISORS, LLC, By: THL Holdco, LLC, its Managing Member, By: /s/ Charles P. Holden, Title: Managing Director 2019-05-28 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT
                                  Exhibit 99.1

Name and Address of Reporting Person:        Thomas H. Lee Advisors, LLC
                                             c/o Thomas H. Lee Partners, L.P.
                                             100 Federal Street, 35th Floor
                                             Boston, MA  02110

Issuer Name and Ticker or Trading Symbol:    Ceridian HCM Holding Inc. [CDAY]

Date of Earliest Transaction Required to be
Reported (Month/Day/Year):                   May 23, 2019

Footnotes to Form 4

(1) This report is filed by the following Reporting Persons: THL Holdco, LLC
("THL Holdco"), Thomas H. Lee Partners, L.P. ("THL Partners"), Thomas H. Lee
Advisors, LLC ("THL Advisors"), Thomas H. Lee Equity Fund VI, L.P. ("THL Equity
VI"); Thomas H. Lee Parallel Fund VI, L.P. ("Parallel Fund VI"); Thomas H. Lee
Parallel (DT) Fund VI, L.P. ("DT Fund VI"); THL Equity Fund VI Investors
(Ceridian), L.P. ("Ceridian I"); THL Equity Fund VI Investors (Ceridian) II,
L.P. ("Ceridian II"); THL Equity Fund VI Investors (Ceridian) III, LLC
("Ceridian III"); THL Equity Fund VI Investors (Ceridian) IV, LLC ("Ceridian
IV"); THL Equity Fund VI Investors (Ceridian) V, LLC ("Ceridian V"),  THL Equity
Fund VI Investors (Ceridian) VI, LP, ("Ceridian VI" and together with Ceridian
I, Ceridian II, Ceridian III, Ceridian IV and Ceridian V, the "Ceridian Funds");
THL Coinvestment Partners, L.P. ("THL Coinvestment"); THL Operating Partners,
L.P. ("THL Operating"); Great-West Investors LP ("Great-West"); and Putnam
Investments Employees' Securities Company III LLC ("Putnam III") (collectively
with their affiliates, the "THL Funds"); Thomas M. Hagerty; and Gnaneshwar B.
Rao. This Form 4 is in two parts and is jointly filed with the Reporting Persons
in both parts. See Remarks.

(2) THL Holdco is the managing member of THL Advisors, which in turn is the
general partner of THL Partners, which in turn is the general partner of THL
Coinvestment and THL Operating. THL Advisors is attorney in fact for Great-West
Investors LP and Putnam Investments LLC, which is the managing member of Putnam
III with respect to the shares of common stock they hold. THL Equity VI is the
general partner of the Ceridian Funds.  Solely for purposes of Section 16 of the
Exchange Act, the THL Funds may be deemed directors by deputization.

(3) Each of the Reporting Persons disclaims beneficial ownership of the
securities listed in this report, and this report shall not be deemed an
admission that the Reporting Person is the beneficial owner of such securities
for the purpose of Section 16 or for any other purpose, except to the extent of
such Reporting Person's pecuniary interest therein.

(4) Represents shares of Common Stock held directly and sold by the following
entities: 1,725,051 shares sold by THL Equity VI; 1,168,112 shares sold by
Parallel Fund VI; 204,046 shares sold by DT Fund VI; 1,746,246 shares sold by
Ceridian I; 781,097 shares sold by Ceridian II; 30,610 shares sold by Ceridian
III; 43,724 shares sold by Ceridian IV; 9,323 shares sold by Ceridian V; 258,673
shares sold by Ceridian VI; 11,712 shares sold by THL Coinvestment; 3,757
shares sold by THL Operating; 8,828 shares sold by Great-West; and 8,821 shares
sold by Putnam III.

(5) Represents shares of Common Stock of the Issuer directly held by the
following entities following the transaction: 11,855,322 shares held by THL
Equity VI; 8,027,793 shares held by Parallel Fund VI; 1,402,294 shares held by
DT Fund VI; 12,000,985 shares held by Ceridian I; 5,368,051 shares held by
Ceridian II; 210,362 shares held by Ceridian III; 300,492 shares held by
Ceridian IV; 64,071 shares held by Ceridian V; 1,777,715 shares held by Ceridian
VI; 80,494 shares held by THL Coinvestment; 25,817 shares held by THL Operating;
60,673 shares held by Great-West; and 60,622 shares held by Putnam III.

(6) Messrs. Hagerty and Rao are Managing Directors of THL Partners.

EX-99.2 3 attachment2.htm EX-99.2 DOCUMENT
                                  Exhibit 99.2

                            Joint Filer Information

                                  (continued)


Name of Joint Filer:                         THL Equity Fund VI Investors
                                             (Ceridian) V, LLC

Address of Joint Filer:                      c/o Thomas H. Lee Partners, L.P.
                                             100 Federal Street, 35th Floor
                                             Boston, MA  02110

Relationship of Joint Filer to Issuer:       10% Owner
                                             Director

Issuer Name and Ticker or Trading Symbol:    Ceridian HCM Holding Inc. [CDAY]

Date of Earliest Transaction Required to be
Reported (Month/Day/Year):                   May 23, 2019

Designated Filer:                            Thomas H. Lee Advisors, LLC


Signature:

THL EQUITY FUND VI INVESTORS (CERIDIAN) V, LLC
By: THL Equity Advisors VI, LLC, its Manager
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member


By: /s/ Charles P. Holden
    ---------------------------------
    Name: Charles P. Holden
    Title:  Managing Director

Dated: May 28, 2019




                                  Exhibit 99.2

                            Joint Filer Information

                                  (continued)


Name of Joint Filer:                         THL Equity Fund VI Investors
                                             (Ceridian) VI, LP

Address of Joint Filer:                      c/o Thomas H. Lee Partners, L.P.
                                             100 Federal Street, 35th Floor
                                             Boston, MA  02110

Relationship of Joint Filer to Issuer:       10% Owner
                                             Director

Issuer Name and Ticker or Trading Symbol:    Ceridian HCM Holding Inc. [CDAY]

Date of Earliest Transaction Required to be
Reported (Month/Day/Year):                   May 23, 2019

Designated Filer:                            Thomas H. Lee Advisors, LLC


Signature:

THL EQUITY FUND VI INVESTORS (CERIDIAN) VI, LP
By: THL Equity Advisors VI, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member


By: /s/ Charles P. Holden
    ---------------------------------
    Name: Charles P. Holden
    Title:  Managing Director

Dated: May 28, 2019




                                  Exhibit 99.2

                            Joint Filer Information

                                  (continued)


Name of Joint Filer:                         THL Coinvestment Partners, L.P.

Address of Joint Filer:                      c/o Thomas H. Lee Partners, L.P.
                                             100 Federal Street, 35th Floor
                                             Boston, MA  02110

Relationship of Joint Filer to Issuer:       10% Owner
                                             Director

Issuer Name and Ticker or Trading Symbol:    Ceridian HCM Holding Inc. [CDAY]

Date of Earliest Transaction Required to be
Reported (Month/Day/Year):                   May 23, 2019

Designated Filer:                            Thomas H. Lee Advisors, LLC


Signature:

THL COINVESTMENT PARTNERS, L.P.
By: Thomas H. Lee Partners, L.P., its General Partner
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member


By: /s/ Charles P. Holden
    ---------------------------------
    Name: Charles P. Holden
    Title:  Managing Director

Dated: May 28, 2019




                                  Exhibit 99.2

                            Joint Filer Information

                                  (continued)


Name of Joint Filer:                         THL Operating Partners, L.P.

Address of Joint Filer:                      c/o Thomas H. Lee Partners, L.P.
                                             100 Federal Street, 35th Floor
                                             Boston, MA  02110

Relationship of Joint Filer to Issuer:       10% Owner
                                             Director

Issuer Name and Ticker or Trading Symbol:    Ceridian HCM Holding Inc. [CDAY]

Date of Earliest Transaction Required to be
Reported (Month/Day/Year):                   May 23, 2019

Designated Filer:                            Thomas H. Lee Advisors, LLC


Signature:


THL OPERATING PARTNERS, L.P.
By: Thomas H. Lee Partners, L.P., its General Partner
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member


By: /s/ Charles P. Holden
    ---------------------------------
    Name: Charles P. Holden
    Title:  Managing Director

Dated: May 28, 2019




                                  Exhibit 99.2

                            Joint Filer Information


Name of Joint Filer:                         Great-West Investors LP

Address of Joint Filer:                      c/o Thomas H. Lee Partners, L.P.
                                             100 Federal Street, 35th Floor
                                             Boston, MA  02110

Relationship of Joint Filer to Issuer:       10% Owner
                                             Director

Issuer Name and Ticker or Trading Symbol:    Ceridian HCM Holding Inc. [CDAY]

Date of Earliest Transaction Required to be
Reported (Month/Day/Year):                   May 23, 2019

Designated Filer:                            Thomas H. Lee Advisors, LLC


Signature:

GREAT-WEST INVESTORS, LP
By: Thomas H. Lee Advisors, LLC, its Attorney-in-Fact
By: THL Holdco, LLC, its Managing Member


By: /s/ Charles P. Holden
    ---------------------------------
    Name: Charles P. Holden
    Title:  Managing Director

Dated: May 28, 2019




                                  Exhibit 99.2

                            Joint Filer Information

                                  (continued)


Name of Joint Filer:                         Putnam Investments Employees'
                                             Securities Company III LLC

Address of Joint Filer:                      c/o Thomas H. Lee Partners, L.P.
                                             100 Federal Street, 35th Floor
                                             Boston, MA  02110

Relationship of Joint Filer to Issuer:       10% Owner
                                             Director

Issuer Name and Ticker or Trading Symbol:    Ceridian HCM Holding Inc. [CDAY]

Date of Earliest Transaction Required to be
Reported (Month/Day/Year):                   May 23, 2019

Designated Filer:                            Thomas H. Lee Advisors, LLC


Signature:

PUTNAM INVESTMENTS EMPLOYEES' SECURITIES COMPANY III LLC
By: Putnam Investment Holdings, LLC, its Managing Member
By: Putnam Investments, LLC, its Managing Member
By: Thomas H. Lee Advisors, LLC, its Attorney-in-Fact
By: THL Holdco, LLC, its Managing Member


By: /s/ Charles P. Holden
    ---------------------------------
    Name: Charles P. Holden
    Title:  Managing Director

Dated: May 28, 2019




                                  Exhibit 99.2

                            Joint Filer Information

                                  (continued)


Name of Joint Filer:                         Thomas M. Hagerty

Address of Joint Filer:                      c/o Thomas H. Lee Partners, L.P.
                                             100 Federal Street, 35th Floor
                                             Boston, MA  02110

Relationship of Joint Filer to Issuer:       Director

Issuer Name and Ticker or Trading Symbol:    Ceridian HCM Holding Inc. [CDAY]

Date of Earliest Transaction Required to be
Reported (Month/Day/Year):                   May 23, 2019

Designated Filer:                            Thomas H. Lee Advisors, LLC


Signature:

    /s/ Thomas M. Hagerty
    ------------------------------
    Thomas M.  Hagerty

Dated: May 28, 2019




                                  Exhibit 99.2

                            Joint Filer Information

                                  (continued)


Name of Joint Filer:                         Gnaneshwar B. Rao

Address of Joint Filer:                      c/o Thomas H. Lee Partners, L.P.
                                             100 Federal Street, 35th Floor
                                             Boston, MA  02110

Relationship of Joint Filer to Issuer:       Director

Issuer Name and Ticker or Trading Symbol:    Ceridian HCM Holding Inc. [CDAY]

Date of Earliest Transaction Required to be
Reported (Month/Day/Year):                   May 23, 2019

Designated Filer:                            Thomas H. Lee Advisors, LLC


Signature:

    /s/ Gnaneshwar B. Rao
    ------------------------------
    Gnaneshwar B. Rao

Dated: May 28, 2019