0001209191-22-028050.txt : 20220510 0001209191-22-028050.hdr.sgml : 20220510 20220510160706 ACCESSION NUMBER: 0001209191-22-028050 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220509 FILED AS OF DATE: 20220510 DATE AS OF CHANGE: 20220510 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Armstrong Christopher R CENTRAL INDEX KEY: 0001775448 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38467 FILM NUMBER: 22909564 MAIL ADDRESS: STREET 1: C/O CERIDIAN HCM HOLDING INC. STREET 2: 3311 EAST OLD SHAKOPEE ROAD CITY: MINNEAPOLIS STATE: MN ZIP: 55425 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 2022-05-09 0 0001725057 Ceridian HCM Holding Inc. CDAY 0001775448 Armstrong Christopher R C/O CERIDIAN HCM HOLDING INC. 3311 E. OLD SHAKOPEE ROAD MINNEAPOLIS MN 55425 0 1 0 0 EVP, Chief Operating Officer Common Stock 2022-05-09 4 S 0 1811 52.99 D 112977 D Option (right to buy) 17.20 2027-04-27 Common Stock 2907 2907 D Option (right to buy) 22.00 2028-04-25 Common Stock 50952 50952 D Option (right to buy) 44.91 2029-02-08 Common Stock 50000 50000 D Option (right to buy) 44.91 2029-02-08 Common Stock 2301 2301 D Option (right to buy) 65.26 2030-05-08 Common Stock 107244 107244 D Performance Units 2024-03-08 Common Stock 12353 12353 D Performance Units 2023-02-24 Common Stock 2775 2775 D Performance Units 2025-02-24 Common Stock 21177 21177 D 1,811 shares of common stock were sold to cover withholding taxes as required pursuant to the terms of the restricted stock unit ("RSU") award agreement and 2,020 shares of common stock were issued to the Reporting Person in connection with the vesting of 3,831 RSUs on May 8, 2022. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.98 to $53.2247 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. Includes (i) 52,015 shares of common stock; (ii) shares issuable pursuant to RSUs, granted on February 8, 2019, of which 12,500 shares vest on February 8, 2023; (iii) shares issuable pursuant to RSUs, granted on February 28, 2020, of which 513 shares vest on February 28, 2023; (iv) shares issuable pursuant to RSUs, granted on May 8, 2020, of which 3,831 shares vest on May 8, 2023; (v) shares issuable pursuant to RSUs, granted on March 8, 2021, of which 6,176 shares vest on March 8, 2023, and 6,177 shares that vest on March 8, 2024; (vi) shares issuable pursuant to RSUs, granted on February 24, 2022, of which 7,059 shares vest on each of February 24, 2023, February 24, 2024 and February 24, 2025; and (vii) 10,588 shares issuable pursuant to RSUs, granted on February 24, 2022, which vest on June 30, 2023. Fully vested and exercisable. Consists of 37,500 vested and exercisable options as of February 8, 2022 and 12,500 options that vest and become exercisable on February 8, 2023. Consists of 1,725 vested and exercisable options as of February 8, 2022, and 576 options that vest and become exercisable on February 8, 2023. Consists of 53,622 vested and exercisable options as of May 8, 2022 and 26,811 options that vest and become exercisable on each of May 8, 2023 and May 8, 2024. Given the Company's performance in 2021 and pursuant to the terms of the PSU award agreement, each PSU granted on March 8, 2021 converts into 1 share of common stock upon vesting. The vesting of 6,176 and 6,177 PSUs occurs on each of March 8, 2023 and March 8, 2024, respectively. 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 2022 Management Incentive Plan ("2022 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 2022 MIP. Based on actual results during the fiscal year ended December 31, 2022, 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 2022 MIP and (ii) the one year anniversary of the date of grant. 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. 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 fiscal year ended December 31, 2022, 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 performance metrics 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 one-third on each anniversary of the date of grant. For Christopher Armstrong, pursuant to the Power of Attorney previously filed. /s/ William E. McDonald, attorney-in-fact 2022-05-10