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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Armstrong Christopher R

(Last)

(First)

(Middle)

C/O CERIDIAN HCM HOLDING INC.

3311 E. 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 Customer Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2022

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	02/09/2022		S		3,891⁽¹⁾	D	$79.48	81,445⁽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)
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)
Option (right to buy)	$17.2							⁽³⁾	04/27/2027	Common Stock	2,907		2,907	D
Option (right to buy)	$22							⁽⁴⁾	04/25/2028	Common Stock	50,952		50,952	D
Option (right to buy)	$44.91							⁽⁵⁾	02/08/2029	Common Stock	50,000		50,000	D
Option (right to buy)	$44.91							⁽⁶⁾	02/08/2029	Common Stock	2,301		2,301	D
Option (right to buy)	$65.26							⁽⁷⁾	05/08/2030	Common Stock	107,244		107,244	D
Performance Units	⁽⁸⁾							⁽⁸⁾	03/08/2022	Common Stock	2,428		2,428	D
Performance Units	⁽⁹⁾							⁽⁹⁾	03/08/2024	Common Stock	18,529		18,529	D

Explanation of Responses:

1. 3,891 shares of common stock were sold to cover withholding taxes as required pursuant to the terms of the award agreement and 8,609 shares of common stock were issued to the Reporting Person in connection with the vesting of 12,500 Restricted Stock Units (RSUs) on February 8, 2022.

2. Includes (i) 41,728 shares of common stock, (ii) shares issuable pursuant to RSUs, granted on February 8, 2019, of which 12,500 shares vest on February 8, 2023, (ii) shares issuable pursuant to RSUs, granted on February 28, 2020, of which 513 shares vest on each of February 28, 2022 and February 28, 2023, (iv) shares issuable pursuant to RSUs, granted on May 8, 2020, of which 3,831 shares vest on each of May 8, 2022 and May 8, 2023; and (v) shares issuable pursuant to RSUs, granted on March 8, 2021, of which 6,176 shares vest on each of March 8, 2022 and March 8, 2023, and 6,177 shares that vest on March 8, 2024.

3. Fully vested and exercisable.

4. Consists of 33,968 vested and exercisable options as of April 25, 2021, and 16,984 options that vest and become exercisable on April 25, 2022.

5. Consists of 37,500 vested and exercisable options as of February 8, 2022 and 12,500 options that vest and become exercisable on February 8, 2023.

6. Consists of 1,725 vested and exercisable options as of February 8, 2022, and 576 options that vest and become exercisable on February 8, 2023.

7. Consists of 26,811 vested and exercisable options as of May 8, 2021 and 26,811 options that vest and become exercisable on each of May 8, 2022, May 8, 2023 and May 8, 2024.

8. 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 Companys 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) March 8, 2022.

9. 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.

Remarks:

For Christopher Armstrong, pursuant to the Power of Attorney previously filed.

	/s/ William E. McDonald, attorney-in-fact	02/11/2022
	** 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.