false 0001725057 0001725057 2020-06-18 2020-06-18









Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 18, 2020


Ceridian HCM Holding Inc.

(Exact name of Registrant as Specified in Its Charter)






(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)




3311 East Old Shakopee Road,

Minneapolis, MN



(Address of Principal Executive Offices)


(Zip Code)

Registrant’s Telephone Number, Including Area Code: (952) 853-8100

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange on which registered

Common stock, $0.01 par value




New York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 


Item 8.01Other Events.


On June 18, 2020, David D. Ossip, Chairman and Chief Executive Officer of Ceridian HCM Holding Inc. (“Ceridian” or the “Company”), adopted a stock trading plan designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. Under Rule 10b5-1, officers, directors and other individuals who are not in possession of material non-public information may adopt a pre-arranged plan or contract for transactions in company securities under specified conditions and at specified times. Using these 10b5-1 plans, individuals can diversify their investment portfolios for financial planning purposes, plan for charitable giving, spread stock trades over an extended period of time to reduce market impact and avoid concerns about transactions occurring at a time when they might possess material non-public information. In accordance with Rule 10b5-1, Mr. Ossip will not have subsequent discretion over the transactions under his plan.


Mr. Ossip’s plan provides for transactions to occur during specified periods between August 2020 and June 2021. The plan provides for the exercise of up to 500,000 options granted in 2013, all of which expire after ten years, and the sale of the shares acquired from the option exercise (including the amount required to pay the exercise price, taxes and applicable fees). Transactions under Mr. Ossip’s plan are subject to minimum price thresholds specified in the plan. Including the shares issuable upon exercise of such options, Mr. Ossip holds shares of Common Stock as well as exchangeable shares, and vested and unvested stock options restricted stock options equivalent to 9,362,884 shares of Common Stock, after giving effect to such exchange, exercise or vesting, or 6.4% of the Company’s Common Stock outstanding as of June 18, 2020. 


Mr. Ossip continues to be subject to the Company's executive stock ownership guidelines, under which he is required to hold Ceridian stock and stock equivalents with a value of at least six times his base salary. Mr. Ossip does not expect the plan to materially change his ownership position.


Transactions under Mr. Ossip’s plan will be reported to the Securities and Exchange Commission in accordance with applicable securities laws, rules and regulations. The Company does not undertake to report 10b5-1 plans that may be adopted by any officers or directors in the future, or to report any modification or termination of any trading plan, whether or not the plan was publicly announced, except to the extent required by law.



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.













/s/ William E. McDonald





William E. McDonald





Senior Vice President, Deputy General

Counsel and Corporate Secretary


Date: June 18, 2020