0001209191-23-014730.txt : 20230302 0001209191-23-014730.hdr.sgml : 20230302 20230302164056 ACCESSION NUMBER: 0001209191-23-014730 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230228 FILED AS OF DATE: 20230302 DATE AS OF CHANGE: 20230302 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: 23699729 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 2023-02-28 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 President Customer&Revenue Ops Common Stock 2023-02-28 4 A 0 27423 0.00 A 71939 D Option (right to buy) 70.73 2030-02-28 Common Stock 65547 65547 D Performance Units 2031-03-08 Common Stock 6176 6176 D Performance Units 2032-02-24 Common Stock 11760 11760 D Performance Units 2023-02-28 4 A 0 3922 0.00 A 2033-02-28 Common Stock 3922 3922 D Performance Units 2023-02-28 4 A 0 27423 0.00 A 2033-02-28 Common Stock 27423 27423 D Performance Units 2023-02-28 4 A 0 8227 0.00 A 2033-02-28 Common Stock 8227 8227 D Performance Units 2023-02-28 4 A 0 11655 0.00 A 2033-02-28 Common Stock 11655 11655 D 27,423 shares that are issuable pursuant to Restricted Stock Units ("RSUs"), granted on February 28, 2023, that vest in three annual installments beginning on February 28, 2024. Includes (i) 13,634 shares of common stock of the Issuer ("Common Stock"), (ii) shares of Common Stock issuable pursuant to RSUs, granted on March 8, 2021, of which 3,088 shares vest on each of March 8, 2023 and March 8, 2024; (iii) shares of Common Stock issuable pursuant to RSUs, granted on February 24, 2022, of which 7,059 shares vest on each of February 24, 2024 and February 24, 2025; (iv) 10,588 shares of Common Stock issuable pursuant to RSUs, granted on February 24, 2022, which vest on June 30, 2023; and (v) shares of Common Stock issuable pursuant to RSUs, granted on February 28, 2023, of which 9,141 shares vest on each of February 28, 2024, February 28, 2025 and February 28, 2026. Consists of 49,160 vested and exercisable options as of February 28, 2023, and 16,387 options that vest and become exercisable on February 28, 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 converted into 1 share of Common Stock upon vesting. The vesting of 3,088 PSUs occurs on each of March 8, 2023 and March 8, 2024. Pursuant to the terms of the PSU award agreement, the vesting of 5,880 PSUs occurs on each of February 24, 2024 and February 24, 2025. 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 172% 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. 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 fiscal year ended December 31, 2023, 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 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 2023-03-02