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*
Kitching Scott A

(Last) (First) (Middle)
C/O CERIDIAN HCM HOLDING INC.
3311 EAST OLD SHAKOPEE ROAD

(Street)
MINNEAPOLIS MN 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, GC & Assistant Secretary
3. Date of Earliest Transaction (Month/Day/Year)
09/02/2020
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)
Code V Amount (A) or (D) Price
Common Stock 09/02/2020 M 23,777(1) A $22 41,482 D
Common Stock 09/02/2020 S 23,777(1) D $84 17,705(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (right to buy) $22 09/02/2020 M 23,777(1) (3) 04/25/2028 Common Stock 23,777 (4) 47,556 D
Option (right to buy) $44.91 (5) 02/08/2029 Common Stock 1,849 1,849 D
Option (right to buy) $49.93 (6) 03/20/2029 Common Stock 106,870 106,870 D
Option (right to buy) $65.26 (7) 05/08/2030 Common Stock 46,472 46,472 D
Performance Units (8) (8) 03/01/2021 Common Stock 1,210 1,210 D
Explanation of Responses:
1. The sales reported and options exercised on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
2. Includes (i) 12,010 shares of common stock, (ii) 715 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, and (iii) 4,980 shares that are issuable pursuant to Restricted Stock Units, granted on May 8, 2020, that vest in three annual installments beginning on May 8, 2021.
3. Consists of 23,777 vested and exercisable options as of April 25, 2020, of which 23,777 are being exercised pursuant to a Rule 10b5-1 trading plan adopted by the reporting person, and 47,556 options that vest and become exercisable in two annual installments beginning on April 25, 2021.
4. Not Applicable
5. Consists of 462 vested and exercisable options as of February 8, 2020 and 1,387 options that vest and become exercisable in three annual installments beginning on February 8, 2021.
6. Consists of 26,717 vested and exercisable options as of March 20, 2020 and 80,153 options that vest and become exercisable in three annual installments beginning on March 20, 2021.
7. These options vest and become exercisable in four annual installments beginning on May 8, 2021.
8. Each performance unit, granted on February 28, 2020, 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:
For Scott Kitching, pursuant to the Power of Attorney previously filed.
/s/ William E. McDonald, attorney-in-fact 09/04/2020
** 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).
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.