0001209191-23-041153.txt : 20230705 0001209191-23-041153.hdr.sgml : 20230705 20230705164331 ACCESSION NUMBER: 0001209191-23-041153 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230703 FILED AS OF DATE: 20230705 DATE AS OF CHANGE: 20230705 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: McDonald William Everett CENTRAL INDEX KEY: 0001866735 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38467 FILM NUMBER: 231069928 MAIL ADDRESS: STREET 1: C/O CERIDIAN HCM HOLDINGS INC. STREET 2: 3311 EAST OLD SHAKOPEE ROAD CITY: MINNEAPOLIS STATE: MN ZIP: 55425-1361 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 X0407 4 2023-07-03 0 0001725057 Ceridian HCM Holding Inc. CDAY 0001866735 McDonald William Everett C/O CERIDIAN HCM HOLDING INC. 3311 E. OLD SHAKOPEE ROAD MINNEAPOLIS MN 55425 0 1 0 0 EVP, GC & Corporate Secretary 0 Common Stock 2023-07-03 4 S 0 4917 65.77 D 48884 D Option (Right to Purchase) 19.04 2027-12-20 Common Stock 3750 3750 D Option (Right to Purchase) 22.00 2028-04-25 Common Stock 34674 34674 D Option (Right to Purchase) 44.91 2029-02-08 Common Stock 995 995 D Option (Right to Purchase) 49.93 2029-03-20 Common Stock 28626 28626 D Option (Right to Purchase) 65.26 2030-05-08 Common Stock 14299 14299 D Performance Units 2031-03-08 Common Stock 1544 1544 D Performance Units 2032-02-24 Common Stock 7840 7840 D Performance Units 2033-02-28 Common Stock 2037 2037 D Performance Units 2033-02-28 Common Stock 13711 13711 D Performance Units 2033-02-28 Common Stock 4113 4113 D 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. 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. 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. Fully vested and exercisable. 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. 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. 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. 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. 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. 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. /s/ William E. McDonald 2023-07-05