SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kitching Scott A

(Last)

(First)

(Middle)

C/O CERIDIAN HCM HOLDING INC.

3311 EAST OLD SHAKOPEE ROAD

(Street)

MINNEAPOLIS

55425

(City)

(State)

(Zip)

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

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, GC & Assistant Secretary

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/28/2020		A		715⁽¹⁾	A	$0	12,465⁽¹⁾⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (right to buy)	$17.88							⁽³⁾	03/30/2026	Common Stock	700		700	D
Option (right to buy)	$16.74							⁽⁴⁾	06/01/2026	Common Stock	25,000		25,000	D
Option (right to buy)	$22							⁽⁵⁾	04/25/2028	Common Stock	95,110		95,110	D
Option (right to buy)	$44.91							⁽⁶⁾	02/08/2029	Common Stock	1,849		1,849	D
Option (right to buy)	$49.93							⁽⁷⁾	03/20/2029	Common Stock	106,870		106,870	D
Performance Units	⁽⁸⁾	02/28/2020		A		1,210		⁽⁸⁾	03/01/2021	Common Stock	1,210	$0	1,210	D

Explanation of Responses:

1. Consists of 715 shares that are issuable pursuant to Restricted Stock Units, granted on February 28, 2020, that vest in three annual installments beginning on February 28, 2021.

2. Includes shares acquired under the Ceridian HCM Holding Inc. Global Employee Stock Purchase Plan on September 30, 2019 (166 shares) and December 31, 2019 (5 shares).

3. Consists of 350 vested and exercisable options and 350 options that vest and become exercisable on March 30, 2020.

4. Consists of 12,500 vested and exercisable options and 12,500 options that vest and become exercisable on June 1, 2020.

5. Consists of 23,777 vested and exercisable options and 71,333 options that vest and become exercisable in three annual installments beginning on April 25, 2020.

6. Consists of 462 vested and exercisable options and 1,387 options that vest and become exercisable in three annual installments beginning on February 8, 2021.

7. These options vest and become exercisable in four annual installments beginning on March 20, 2020.

8. Each performance unit represents a contingent right to receive up to 1.25 shares of Common Stock. The performance units vest upon satisfaction of Cloud Revenue and Adjusted EBITDA margin targets under the Company's 2020 Management Incentive Plan.

Remarks:

	/s/ William McDonald, attorney-in-fact for Scott Kitching pursuant to the Power of Attorney previously filed.	03/02/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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