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^*

Armstrong Christopher R

(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, Chief Customer Officer

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		1,538⁽¹⁾	A	$0	57,351⁽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)	$16.74							⁽³⁾	06/01/2026	Common Stock	25,282		25,282	D
Option (right to buy)	$17.2							⁽⁴⁾	04/27/2027	Common Stock	11,627		11,627	D
Option (right to buy)	$22							⁽⁵⁾	04/25/2028	Common Stock	67,935		67,935	D
Option (right to buy)	$44.91							⁽⁶⁾	02/08/2029	Common Stock	50,000		50,000	D
Option (right to buy)	$44.91							⁽⁷⁾	02/08/2029	Common Stock	2,301		2,301	D
Performance Units	⁽⁸⁾	02/28/2020		A		3,382		⁽⁸⁾	03/01/2021	Common Stock	3,382	$0	3,382	D

Explanation of Responses:

1. Consists of 1,538 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 18,813 shares of common stock and 37,500 shares issuable pursuant to Restricted Stock Units that vest in three annual installments beginning on February 8, 2021.

3. Consists of 18,961 vested and exercisable options as of June 1, 2019 and 6,321 options that vest and become exercisable on June 1, 2020.

4. Fully vested and exercisable.

5. Consists of 16,983 vested and exercisable options as of April 25, 2019 and 50,952 options that vest and become exercisable in three annual installments beginning on April 25, 2020.

6. Consists of 12,500 vested and exercisable options as of February 8, 2020 and 37,500 options that vest and become exercisable in three annual installments beginning on February 8, 2021.

7. Consists of 575 vested and exercisable options as of February 8, 2020 and 1,726 options that vest and become exercisable in three annual installments beginning on February 8, 2021.

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 E. McDonald, Attorney-in-Fact for Christopher Armstrong, 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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