| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Ceridian HCM Holding Inc. [ CDAY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/03/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 07/05/2023 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 07/03/2023 | S | 4,917(1) | D | $65.77(2) | 48,884(3) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Option (Right to Purchase) | $19.04 | (4) | 12/20/2027 | Common Stock | 3,750 | 3,750 | D | ||||||||
| Option (Right to Purchase) | $22 | (4) | 04/25/2028 | Common Stock | 34,674 | 34,674 | D | ||||||||
| Option (Right to Purchase) | $44.91 | (4) | 02/08/2029 | Common Stock | 995 | 995 | D | ||||||||
| Option (Right to Purchase) | $49.93 | (4) | 03/20/2029 | Common Stock | 28,626 | 28,626 | D | ||||||||
| Option (Right to Purchase) | $65.26 | (5) | 05/08/2030 | Common Stock | 14,299 | 14,299 | D | ||||||||
| Performance Units | (6) | (6) | 03/08/2031 | Common Stock | 1,544 | 1,544 | D | ||||||||
| Performance Units | (7) | (7) | 02/24/2032 | Common Stock | 7,840 | 7,840 | D | ||||||||
| Performance Units | (8) | (8) | 02/28/2033 | Common Stock | 2,037 | 2,037 | D | ||||||||
| Performance Units | (9) | (9) | 02/28/2033 | Common Stock | 13,711 | 13,711 | D | ||||||||
| Performance Units | (10) | (10) | 02/28/2033 | Common Stock | 4,113 | 4,113 | D | ||||||||
| Explanation of Responses: |
| 1. 4,917 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 5,671 shares of Common Stock were issued to the Reporting Person in connection with the vesting of 10,588 RSUs on June 30, 2023. |
| 2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.77 to $66.135 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) 22,591 shares of Common Stock, which includes 175 shares acquired under the Ceridian HCM Holding Inc. Global Employees Stock Purchase Plan on June 30, 2023, (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 each of August 6, 2023 and 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. |
| 4. Fully vested and exercisable. |
| 5. 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. |
| 6. 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. |
| 7. 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. |
| 8. 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. |
| 9. 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. |
| 10. 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. |
| Remarks: |
| (1) On July 5, 2023, the reporting person filed a Form 4 which inadvertently indicated that the transaction was not made pursuant to a contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The transaction was made pursuant to a contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). As such, the checkbox relating to the affirmative defense conditions of Rule 10b5-1(c) should have been checked, which is corrected here. |
| /s/ William E. McDonald | 08/08/2023 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||