0001209191-22-013135.txt : 20220225 0001209191-22-013135.hdr.sgml : 20220225 20220225160950 ACCESSION NUMBER: 0001209191-22-013135 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220224 FILED AS OF DATE: 20220225 DATE AS OF CHANGE: 20220225 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Holdridge Stephen H. CENTRAL INDEX KEY: 0001722522 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38467 FILM NUMBER: 22680007 MAIL ADDRESS: STREET 1: MICROSTRATEGY INCORPORATED STREET 2: 1850 TOWERS CRESCENT PLAZA CITY: TYSONS CORNER STATE: VA ZIP: 22182 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 2022-02-24 0 0001725057 Ceridian HCM Holding Inc. CDAY 0001722522 Holdridge Stephen H. C/O CERIDIAN HCM HOLDING INC. 3311 EAST OLD SHAKOPEE ROAD MINNEAPOLIS MN 55425 0 1 0 0 EVP, Chief Customer Officer Common Stock 2022-02-24 4 A 0 21177 0.00 A 31041 D Common Stock 2022-02-24 4 A 0 10588 0.00 A 41629 D Option (right to buy) 70.73 2030-02-28 Common Stock 65547 65547 D Performance Units 2022-03-08 Common Stock 2039 2039 D Performance Units 2024-03-08 Common Stock 9264 9264 D Performance Units 2022-02-24 4 A 0 2330 0.00 A 2023-02-24 Common Stock 2330 2330 D Performance Units 2022-02-24 4 A 0 21177 0.00 A 2025-02-24 Common Stock 21177 21177 D 21,177 shares that are issuable pursuant to Restricted Stock Units (RSUs), granted on February 24, 2022, that vest in three annual installments beginning on February 24, 2023. 10,588 shares that are issuable pursuant to Restricted Stock Units (RSUs), granted on February 24, 2022, that vest on June 30, 2023. Includes (i) 600 shares of common stock; (ii) 9,264 shares of common stock issuable pursuant to RSUs, granted on March 8, 2021, of which 3,088 shares vest on each of March 8, 2022, March 8, 2023 and March 8, 2024; (iii) 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 (iv) 10,588 shares issuable pursuant to RSUs, granted on February 24, 2022, which vest on June 30, 2023. Consists of 16,386 vested and exercisable options as of February 28, 2021, and 16,387 options that vest and become exercisable on each of February 28, 2022, February 28, 2023 and February 28, 2024. Each performance stock unit represents a contingent right to receive between .25 and 1.50 shares of Common Stock based upon the degree to which one or both of the Cloud Revenue and Adjusted EBITDA Margin performance metrics under the Company's 2021 Management Incentive Plan are satisfied. The performance stock units vest upon the later of (i) the date the Compensation Committee or the Board certify that one or both of the performance metrics have been met and (ii) the one year anniversary of the date of grant. Each performance stock unit represents a contingent right to receive between .25 and 1.50 shares of Common Stock based upon the degree to which one or both of the Cloud Revenue and Adjusted EBITDA Margin performance metrics contained in the performance stock unit award agreement are satisfied. The performance stock units will only vest if the achievement of one or both of the performance metrics is certified by the Compensation Committee or the Board of Directors of the Company to have been met, and then any such certified amount will vest one-third on each anniversary of the date of grant. Each performance stock unit ("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 performance stock unit ("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 Stephen Holdridge, pursuant to the Power of Attorney previously filed. /s/ William E. McDonald, attorney-in-fact 2022-02-25