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^*

Turner Leagh Erin

(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)
	President and COO

3. Date of Earliest Transaction (Month/Day/Year)
06/07/2021

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	06/07/2021		S		4,000⁽¹⁾	D	$85.61⁽²⁾	113,111⁽³⁾	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 purchase)	$38.63							⁽⁴⁾	09/04/2028	Common Stock	75,000		75,000	D
Option (right to purchase)	$49.93							⁽⁵⁾	03/20/2029	Common Stock	57,252		57,252	D
Option (right to purchase)	$65.26							⁽⁶⁾	05/08/2030	Common Stock	187,321		187,321	D
Option (right to purchase)	$80.95							⁽⁷⁾	03/08/2031	Common Stock	132,124		132,124	D
Performance Units	⁽⁸⁾							⁽⁸⁾	03/08/2022	Common Stock	3,237		3,237	D
Performance Units	⁽⁹⁾							⁽⁹⁾	03/08/2024	Common Stock	16,182		16,182	D

Explanation of Responses:

1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.05 to $86.04 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.

3. Includes (i)of the 50,000 Restricted Stock Units (RSU) granted on September 4, 2018, 20,500 shares are issuable at the election of the recipient, of which 4,000 were issued as common stock and sold pursuant to this Form 4, and 25,000 RSUs will vest in two equal annual installments beginning on September 4, 2021,(ii)of the 50,000 RSUs granted on September 9, 2019, 12,500 shares are issuable at the election of the recipient and 37,500 RSUs will vest in three equal annual installments beginning on September 9, 2021,(iii)of the 1,538 RSUs granted on February 28, 2020, 512 shares are issuable at the election of the recipient, and 1,026 RSUs will vest in two annual installments beginning on February 28, 2022, and (iv)of the 20,073 RSUs granted on May 8, 2020, 6,691 shares are issuable at the election of the recipient, and 13,382 RSUs will vest in two annual installments beginning on May 8, 2022.

4. Consists of 25,000 vested and exercisable options as of September 4, 2020, and 50,000 options that vest and become exercisable in two equal annual installments beginning on September 4, 2021.

5. Consists of 19,084 vested and exercisable options as of March 20, 2021, and 38,168 options that vest and become exercisable in two annual installments beginning on March 20, 2022.

6. Consists of 46,830 vested and exercisable options as of May 8, 2021, and 140,491 options that vest and become exercisable in three annual installments beginning on May 8, 2022.

7. These options vest and become exercisable in four annual installments beginning on March 8, 2022.

8. Each performance stock unit represents a contingent right to receive between .25 and 1.50 shares of Common Stock based upon the degree to which one or both of the Cloud Revenue and Adjusted EBITDA Margin performance metrics under the Companys 2021 Management Incentive Plan are satisfied. The performance stock units vest upon the later of (i) the date the Compensation Committee or the Board certify that one or both of the performance metrics have been met and (ii) March 8, 2022.

9. Each performance stock unit represents a contingent right to receive between .25 and 1.50 shares of Common Stock based upon the degree to which one or both of the Cloud Revenue and Adjusted EBITDA Margin performance metrics contained in the performance stock unit award agreement are satisfied. The performance stock units will only vest if the achievement of one or both of the performance metrics is certified by the Compensation Committee or the Board of Directors of the Company to have been met, and then any such certified amount will vest one-third on each anniversary of the date of grant.

Remarks:

For Leagh Turner pursuant to the Power of Attorney previously filed.

	/s/ William E. McDonald, attorney-in-fact	06/08/2021
	** Signature of Reporting Person	Date
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