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^*

Subramanian Rakesh

(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)
	EVP, Chief Revenue Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2023

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	02/27/2023		S		1,735⁽¹⁾	D	$72.44⁽²⁾	59,444	D
Common Stock	02/24/2023		M		1,544	A	⁽³⁾	60,988	D
Common Stock	02/27/2023		S		511⁽⁴⁾	D	$72.44⁽⁵⁾	60,477	D
Common Stock	02/24/2023		M		4,900	A	⁽⁶⁾	65,377	D
Common Stock	02/27/2023		S		1,446⁽⁷⁾	D	$72.44⁽⁸⁾	63,931⁽⁹⁾	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)
Performance Units	⁽³⁾	02/24/2023		M			1,544	⁽³⁾	02/24/2023	Common Stock	1,544	$0.00	0	D
Performance Units	⁽⁶⁾	02/24/2023		M			4,900	⁽⁶⁾	02/24/2025	Common Stock	4,900	$0.00	9,800	D

Explanation of Responses:

1. 1,735 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 4,147 shares of common stock were issued to the Reporting Person in connection with the vesting of 5,882 RSUs on February 24, 2023.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.44 to $72.45 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. Pursuant to the terms of the Company's 2022 Management Incentive Plan, the Company achieved a total payout of 83.3% under the performance metrics resulting in 1,544 shares of Common Stock vesting of the 1,854 performance stock units ("PSU") granted on February 24, 2023.

4. 511 shares of Common Stock were sold to cover withholding taxes as required pursuant to the terms of the PSU award agreement and 1,033 shares of Common Stock were issued to the Reporting Person in connection with the vesting of 1,544 PSUs on February 24, 2023.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.33 to $72.44 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.

6. Pursuant to the terms of the PSU award agreement, the Company achieved a total payout of 83.3% under the performance metrics, and each PSU converted into 0.833 shares of Common Stock upon vesting. As a result, 4,900 PSUs vested on February 24, 2023, and 4,900 PSUs will vest on each of February 24, 2024 and February 24, 2025.

7. 1,446 shares of Common Stock were sold to cover withholding taxes as required pursuant to the terms of the PSU award agreement and 3,454 shares of Common Stock were issued to the Reporting Person in connection with the vesting of 4,900 PSUs on February 24, 2023.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.3022 to $72.44 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.

9. Consists of (i) 18,695 shares of Common Stock, which includes 30 shares acquired under the Ceridian HCM Holding Inc. Global Employee Stock Purchase Plan on June 30, 2022, (ii) shares of Common Stock issuable pursuant to RSUs, granted on May 7, 2021, of which 11,441 shares vest on May 7, 2023 and 11,442 shares vest on May 7, 2024; (iii) shares of Common Stock issuable pursuant to RSUs, granted on February 24, 2022, of which 5,882 shares vest on February 24, 2024 and 5,883 shares vest on February 24, 2025; and (iv) 10,588 shares of Common Stock issuable pursuant to RSUs, granted on February 24, 2022, which vest on June 30, 2023.

Remarks:

For Rakesh Subramanian, pursuant to the Power of Attorney previously filed.

	/s/ William E. McDonald, attorney-in-fact	02/28/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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