Sec Form 13G Filing - THOMAS H. LEE ADVISORS LLC filing for Dayforce Inc. (DAY) - 2020-02-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

 

(Amendment No. 1)*

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CERIDIAN HCM HOLDING INC.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

15677J108

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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1	NAMES OF REPORTING PERSONS
	THL Holdco, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			18,734,691(1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			18,734,691(1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	18,734,691(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	13.18% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)  Includes all shares owned by Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P., THL Equity Advisors VI, LLC, THL Equity Fund VI Investors (Ceridian), L.P., THL Equity Fund VI Investors (Ceridian) II, L.P., THL Equity Fund VI Investors (Ceridian) III, LLC, THL Equity Fund VI Investors (Ceridian) IV, LLC, THL Equity Fund VI Investors (Ceridian) V, LLC, THL Equity Fund VI Investors (Ceridian) VI, LP, THL Coinvestment Partners, L.P., THL Operating Partners, L.P., Great-West Investors, L.P., and Putnam Investments Employees’ Securities Company III LLC.

(1)  Includes all shares owned by Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P., THL Equity Advisors VI, LLC, THL Equity Fund VI Investors (Ceridian), L.P., THL Equity Fund VI Investors (Ceridian) II, L.P., THL Equity Fund VI Investors (Ceridian) III, LLC, THL Equity Fund VI Investors (Ceridian) IV, LLC, THL Equity Fund VI Investors (Ceridian) V, LLC, THL Equity Fund VI Investors (Ceridian) VI, LP, THL Coinvestment Partners, L.P., THL Operating Partners, L.P., Great-West Investors, L.P., and Putnam Investments Employees’ Securities Company III LLC.

(1)  Includes all shares owned by Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P., THL Equity Advisors VI, LLC, THL Equity Fund VI Investors (Ceridian), L.P., THL Equity Fund VI Investors (Ceridian) II, L.P., THL Equity Fund VI Investors (Ceridian) III, LLC, THL Equity Fund VI Investors (Ceridian) IV, LLC, THL Equity Fund VI Investors (Ceridian) V, LLC, THL Equity Fund VI Investors (Ceridian) VI, LP, THL Coinvestment Partners, L.P., THL Operating Partners, L.P., Great-West Investors, L.P., and Putnam Investments Employees’ Securities Company III LLC.

(1)  Includes all shares owned by Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P., THL Equity Advisors VI, LLC, THL Equity Fund VI Investors (Ceridian), L.P., THL Equity Fund VI Investors (Ceridian) II, L.P., THL Equity Fund VI Investors (Ceridian) III, LLC, THL Equity Fund VI Investors (Ceridian) IV, LLC, THL Equity Fund VI Investors (Ceridian) V, LLC, THL Equity Fund VI Investors (Ceridian) VI, LP, THL Coinvestment Partners, L.P., THL Operating Partners, L.P., Great-West Investors, L.P., and Putnam Investments Employees’ Securities Company III LLC.

1	NAMES OF REPORTING PERSONS
	Thomas H. Lee Parallel (DT) Fund VI, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			637,122
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			637,122
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	637,122
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.45%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS
	THL Equity Fund VI Investors (Ceridian) III, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			95,577
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			95,577
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	95,577
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.07%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO				& #xA0;

1	NAMES OF REPORTING PERSONS
	Great-West Investors, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			27,567
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			27,567
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	27,567
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.02%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

Ceridian HCM Holding Inc. (“Issuer”)

3311 East Old Shakopee Road

Minneapolis, Minnesota 55425

This statement is being filed on behalf of the following (collectively, the “Reporting Persons): (1) THL Holdco, LLC, a Delaware limited liability company (“THL Holdco”); (2) Thomas H. Lee Advisors, LLC, a Delaware limited liability company (“THL Advisors”); (3) Thomas H. Lee Partners, L.P., a Delaware limited partnership (“THL Partners”); (4) Thomas H. Lee Equity Fund VI, L.P., a Delaware limited partnership (“THL Equity VI”); (5) Thomas H. Lee Parallel Fund VI, L.P., a Delaware limited partnership (“Parallel Fund VI”); (6) Thomas H. Lee Parallel (DT) Fund VI, L.P., a Delaware limited partnership (“DT Fund VI”); (7) THL Equity Advisors VI, LLC, a Delaware limited liability company (“THL Equity Advisors VI”); (8) THL Equity Fund VI Investors (Ceridian), L.P., a Delaware limited partnership (“THL Ceridian I”); (9) THL Equity Fund VI Investors (Ceridian) II, L.P., a Delaware limited partnership (“THL Ceridian II”); (10) THL Equity Fund VI Investors (Ceridian) III, LLC, a Delaware limited liability company (“THL Ceridian III”); (11) THL Equity Fund VI Investors (Ceridian) IV, LLC, a Delaware limited liability company (“THL Ceridian IV”); (12) THL Equity Fund VI Investors (Ceridian) V, LLC, a Delaware limited liability company (“THL Ceridian V”); (13) THL Equity Fund VI Investors (Ceridian) VI, LP, a Delaware limited partnership (“THL Ceridian VI” and together with THL Ceridian I, THL Ceridian II, THL Ceridian III, THL Ceridian IV and THL Ceridian V, the “THL Ceridian Funds”); (14) THL Coinvestment Partners, L.P., a Delaware limited partnership (“THL Coinvestment”); (15) THL Operating Partners, L.P., a Delaware limited partnership (“THL Operating”); (16) Great-West Investors, L.P., a Delaware limited partnership (“Great-West”); and (17) Putnam Investments Employees’ Securities Company III LLC, a Delaware limited liability company (“Putnam III”).  Entities (1) through (15) are referred to as the “THL Entities.”

THL Holdco is the managing member of THL Advisors, which is the general partner of THL Partners, which in turn is the general partner of THL Coinvestment and THL Operating and the sole member of THL Equity Advisors VI. THL Advisors is attorney in fact for Great-West and Putnam Investments, LLC, which is the managing member of Putnam III with respect to the shares of common stock they hold. THL Equity Advisors VI is the general partner of Parallel Fund VI, DT Fund VI, THL Equity VI and the general partner or sole member, as applicable, of the THL Ceridian Funds.

The address of Great-West:

8515 East Orchard Road, Greenwood

Village, Colorado 80111

The address of Putnam III:

 c/o Putnam Investment, Inc.

100 Federal Street

Boston, Massachusetts, 02110

For each of the other Reporting Persons:

c/o Thomas H. Lee Partners, L.P.

100 Federal Street, 35th Floor

Boston, MA 02110

THL Holdco, LLC – Delaware

Thomas H. Lee Advisors, LLC – Delaware

Thomas H. Lee Partners, L.P. – Delaware

THL Coinvestment Partners, L.P. – Delaware

THL Operating Partners, L.P. – Delaware

THL Equity Advisors VI, LLC – Delaware

Thomas H. Lee Parallel Fund VI, L.P. – Delaware

Thomas H. Lee Parallel (DT) Fund VI, L.P. – Delaware

Thomas H. Lee Equity Fund VI, L.P. – Delaware

THL Equity Fund VI Investors (Ceridian), L.P. – Delaware

THL Equity Fund VI Investors (Ceridian) II, L.P. – Delaware

THL Equity Fund VI Investors (Ceridian) III, LLC – Delaware

THL Equity Fund VI Investors (Ceridian) IV, LLC – Delaware

THL Equity Fund VI Investors (Ceridian) V, LLC – Delaware

THL Equity Fund VI Investors (Ceridian) VI, LP – Delaware

Great-West Investors, L.P. – Delaware

Putnam Investments Employees’ Securities Company III LLC – Delaware

Common Stock par value $0.01 per share (“Common Stock”)

15677J108

The Reporting Persons may be deemed to beneficially own in the aggregate 18,734,691 shares of the Issuer’s Common Stock, representing, in the aggregate, 13.18% of the Issuer’s Common Stock.  The calculation of the foregoing percentage is based on 142,112,058 shares of Common Stock outstanding as of December 31, 2019, as provided by the Issuer.

 

The following shares were owned by the Reporting Persons on December 31, 2019:

 

THL Advisors owned 18,734,691 shares of Common Stock of the Issuer representing approximately 13.18% of the Outstanding Shares.

 

THL Holdco owned 18,734,691 shares of Common Stock of the Issuer representing approximately 13.18% of the Outstanding Shares.

 

THL Partners owned 18,734,691 shares of Common Stock of the Issuer representing approximately 13.18% of the Outstanding Shares.

 

THL Equity Advisors VI owned 18,734,691 shares of Common Stock of the Issuer representing approximately 13.18% of the Outstanding Shares.

 

THL Coinvestment owned 36,572 shares of Common Stock of the Issuer representing approximately 0.03% of the Outstanding Shares.

 

THL Operating owned 11,730 shares of Common Stock of the Issuer representing approximately 0.01% of the Outstanding Shares.

 

Parallel Fund VI owned 3,647,372 shares of Common Stock of the Issuer representing approximately 2.57% of the Outstanding Shares.

 

DT Fund VI owned 637,122 shares of Common Stock of the Issuer representing approximately 0.45% of the Outstanding Shares.

 

THL Equity VI owned 5,386,381 shares of Common Stock of the Issuer representing approximately 3.79% of the Outstanding Shares.

 

THL Ceridian I owned 5,452,563 shares of Common Stock of the Issuer representing approximately 3.84% of the Outstanding Shares.

 

THL Ceridian II owned 2,438,936 shares of Common Stock of the Issuer representing less than 1.72% of the Outstanding Shares.

 

THL Ceridian III owned 95,577 shares of Common Stock of the Issuer representing approximately 0.07% of the Outstanding Shares.

 

THL Ceridian IV owned 136,526 shares of Common Stock of the Issuer representing approximately 0.10% of the Outstanding Shares.

 

THL Ceridian V owned 29,110 shares of Common Stock of the Issuer representing approximately 0.02% of the Outstanding Shares.

 

THL Ceridian VI owned 807,692 shares of Common Stock of the Issuer representing approximately 0.57% of the Outstanding Shares.

 

Great-West owned 25,567 shares of Common Stock of the Issuer representing approximately 0.02% of the Outstanding Shares.

 

Putnam III owned 27,543 shares of Common Stock of the Issuer representing approximately 0.02% of the Outstanding Shares.

 

Each of the Reporting Persons disclaims beneficial ownership of the shares listed in this report, and this report shall not be deemed an admission the Reporting Persons is the beneficial owner of the securities for the purpose of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.

 

By virtue of the relationship among the Reporting Persons described herein, the Reporting Persons may be deemed to share beneficial ownership with respect to the shares reported herein.  Each of the Reporting Persons expressly disclaims the existence of such beneficial ownership and this report shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of the securities for the purpose of Section 16 or any other purposes, except to the extent of its pecuniary interest therein.

The responses of the Reporting Persons to Item 4(a) are incorporated herein by reference.

Not applicable.

The responses of the Reporting Persons to Items 2(a) and 4(a) are incorporated herein by reference.

Under certain circumstances, partners or members of a Reporting Person, as the case may be, could have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock owned by such Reporting Person.

Not Applicable.

See Item 4(a) above.

Not Applicable.

Not Applicable.

Date: February 14, 2020	THOMAS H. LEE ADVISORS, LLC
	By:	THL Holdco, LLC, its Managing Member
	By:	/s/ Mark A. Garcia
	Name: Mark A. Garcia
	Title: Chief Financial Officer, Funds

Date: February 14, 2020	THOMAS H. LEE PARTNERS, L.P.
	By:	Thomas H. Lee Advisors, LLC,
	its General Partner
	By:	THL Holdco, LLC,
	its Managing Member
	By:	/s/ Mark A. Garcia
		Name: Mark A. Garcia
		Title:  Chief Financial Officer, Funds

Date: February 14, 2020	THL HOLDCO, LLC
	By:	/s/ Mark A. Garcia
		Name: Mark A. Garcia
		Title:  Chief Financial Officer, Funds

Date: February 14, 2020	THL EQUITY ADVISORS VI, LLC
	By: Thomas H. Lee Partners, L.P.
	its Sole Member
	By: Thomas H. Lee Advisors, LLC,
	its General Partner
	By: THL Holdco, LLC,
	its Managing Member
	By:	/s/ Mark A. Garcia
		Name: Mark A. Garcia
		Title:  Chief Financial Officer, Funds

Date: February 14, 2020	THOMAS H. LEE EQUITY FUND VI, L.P.
	By: THL Equity Advisors VI, LLC,
	its General Partner
	By: Thomas H. Lee Partners, L.P.,
	its Sole Member
	By: Thomas H. Lee Advisors, LLC,
	its General Partner
	By: THL Holdco, LLC, its Managing Member
	By:	/s/ Mark A. Garcia
		Name: Mark A. Garcia
		Title: Chief Financial Officer, Funds

Date: February 14, 2020	THOMAS H. LEE PARALLEL FUND VI, L.P.
	By: THL Equity Advisors VI, LLC,
	its General Partner
	By: Thomas H. Lee Partners, L.P.,
	its Sole Member
	By: Thomas H. Lee Advisors, LLC,
	its General Partner
	By: THL Holdco, LLC, its Managing Member
	By:	/s/ Mark A. Garcia
		Name: Mark A. Garcia
		Title: Chief Financial Officer, Funds

Date: February 14, 2020	THOMAS H. LEE PARALLEL (DT) FUND VI, L.P.
	By: THL Equity Advisors VI, LLC,
	its General Partner
	By: Thomas H. Lee Partners, L.P.,
	its Sole Member
	By: Thomas H. Lee Advisors, LLC,
	its General Partner
	By: THL Holdco, LLC, its Managing Member
	By:	/s/ Mark A. Garcia
		Name: Mark A. Garcia
		Title: Chief Financial Officer, Funds

Date: February 14, 2020	THL EQUITY FUND VI INVESTORS
	(CERIDIAN), LP
	By: THL Equity Advisors VI, LLC,
	its General Partner
	By: Thomas H. Lee Partners, L.P.,
	its Sole Member
	By: Thomas H. Lee Advisors, LLC,
	its General Partner
	By: THL Holdco, LLC,
	its Managing Member
	By:	/s/ Mark A. Garcia
		Name: Mark A. Garcia
		Title:  Chief Financial Officer, Funds

Date: February 14, 2020	THL EQUITY FUND VI INVESTORS (CERIDIAN) II, LP
	By: THL Equity Advisors VI, LLC,
	its General Partner
	By: Thomas H. Lee Partners, L.P.,
	its Sole Member
	By: Thomas H. Lee Advisors, LLC,
	its General Partner
	By: THL Holdco, LLC,
	its Managing Member
	By:	/s/ Mark A. Garcia
		Name: Mark A. Garcia
		Title:  Chief Financial Officer, Funds

Date: February 14, 2020	THL EQUITY FUND VI INVESTORS (CERIDIAN) III, LLC
	By: THL Equity Advisors VI, LLC,
	its Manager
	By: Thomas H. Lee Partners, L.P.,
	its Sole Member
	By: Thomas H. Lee Advisors, LLC,
	its General Partner
	By: THL Holdco, LLC,
	its Managing Member
	By:	/s/ Mark A. Garcia
		Name: Mark A. Garcia
		Title:  Chief Financial Officer, Funds

Date: February 14, 2020	THL EQUITY FUND VI INVESTORS
	(CERIDIAN) IV, LLC
	By: THL Equity Advisors VI, LLC,
	its Manager
	By: Thomas H. Lee Partners, L.P.,
	its Sole Member
	By: Thomas H. Lee Advisors, LLC,
	its General Partner
	By: THL Holdco, LLC,
	its Managing Member
	By:	/s/ Mark A. Garcia
		Name: Mark A. Garcia
		Title:  Chief Financial Officer, Funds

Date: February 14, 2020	THL EQUITY FUND VI INVESTORS (CERIDIAN) V, LLC
	By: THL Equity Advisors VI, LLC,
	its Manager
	By: Thomas H. Lee Partners, L.P.,
	its Sole Member
	By: Thomas H. Lee Advisors, LLC,
	its General Partner
	By: THL Holdco, LLC,
	its Managing Member
	By:	/s/ Mark A. Garcia
		Name: Mark A. Garcia
		Title:  Chief Financial Officer, Funds

Date: February 14, 2020	THL EQUITY FUND VI INVESTORS (CERIDIAN) VI, LP
	By: THL Equity Advisors VI, LLC,
	its General Partner
	By: Thomas H. Lee Partners, L.P.,
	its Sole Member
	By: Thomas H. Lee Advisors, LLC,
	its General Partner
	By: THL Holdco, LLC,
	its Managing Member
	By:	/s/ Mark A. Garcia
		Name: Mark A. Garcia
		Title:  Chief Financial Officer, Funds

Date: February 14, 2020	THL COINVESTMENT PARTNERS, L.P.
	By: Thomas H. Lee Partners, L.P.,
	its General Partner
	By: Thomas H. Lee Advisors, LLC,
	its General Partner
	By: THL Holdco, LLC,
	its Managing Member
	By:	/s/ Mark A. Garcia
		Name: Mark A. Garcia
		Title: Chief Financial Officer, Funds

Date: February 14, 2020	THL OPERATING PARTNERS, L.P.
	By: Thomas H. Lee Partners, L.P.,
	its General Partner
	By: Thomas H. Lee Advisors, LLC,
	its General Partner
	By: THL Holdco, LLC,
	its Managing Member
	By:	/s/ Mark A. Garcia
		Name: Mark A. Garcia
		Title: Chief Financial Officer, Funds

Date: February 14, 2020	GREAT-WEST INVESTORS, L.P.
	By: Thomas H. Lee Advisors, LLC,
	its Attorney-in-Fact
	By: THL Holdco, LLC,
	its Managing Member
	By:	/s/ Mark A. Garcia
		Name: Mark A. Garcia
		Title: Chief Financial Officer, Funds

Date: February 14, 2020	PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY III, LLC
	By: Putnam Investments Holdings, LLC,
	its Managing Member
	By: Putnam Investments, LLC,
	its Managing Member
	By: Thomas H. Lee Advisors, LLC,
	its Attorney-in-Fact
	By: THL Holdco, LLC,
	its Managing Member
	By:	/s/ Mark A. Garcia
		Name: Mark A. Garcia
		Title: Chief Financial Officer, Funds

Date: February 14, 2020	THOMAS H. LEE ADVISORS, LLC
	By: THL Holdco, LLC,
	its Managing Member
	By:	/s/ Mark A. Garcia
		Name: Mark A. Garcia
		Title: Chief Financial Officer, Funds

	THL HOLDCO, LLC
	By:	/s/ Mark A. Garcia
		Name: Mark A. Garcia
		Title: Chief Financial Officer, Funds
	THOMAS H. LEE PARTNERS, L.P.
	By: Thomas H. Lee Advisors, LLC,
	its General Partner
	By: THL Holdco, LLC,
	its Managing Member
	By:	/s/ Mark A. Garcia
		Name: Mark A. Garcia
		Title: Chief Financial Officer, Funds

	THL EQUITY ADVISORS VI, LLC
	By: Thomas H. Lee Partners, L.P.
	its Sole Member
	By: Thomas H. Lee Advisors, LLC,
	its General Partner
	By: THL Holdco, LLC,
	its Managing Member
	By:	/s/ Mark A. Garcia
		Name: Mark A. Garcia
		Title: Chief Financial Officer, Funds

	THOMAS H. LEE EQUITY FUND VI, L.P.
	By: THL Equity Advisors VI, LLC,
	its General Partner
	By: Thomas H. Lee Partners, L.P.,
	its Sole Member
	By: Thomas H. Lee Advisors, LLC,
	its General Partner
	By: THL Holdco, LLC,
	its Managing Member
	By:	/s/ Mark A. Garcia
		Name: Mark A. Garcia
		Title: Chief Financial Officer, Funds

	THOMAS H. LEE PARALLEL FUND VI, L.P.
	By: THL Equity Advisors VI, LLC,
	its General Partner
	By: Thomas H. Lee Partners, L.P.,
	its Sole Member
	By: Thomas H. Lee Advisors, LLC,
	its General Partner
	By: THL Holdco, LLC,
	its Managing Member
	By:	/s/ Mark A. Garcia
		Name: Mark A. Garcia
		Title: Chief Financial Officer, Funds

	THOMAS H. LEE PARALLEL (DT) FUND VI, L.P.
	By: THL Equity Advisors VI, LLC,
	its General Partner
	By: Thomas H. Lee Partners, L.P.,
	its Sole Member
	By: Thomas H. Lee Advisors, LLC,
	its General Partner
	By: THL Holdco, LLC,
	its Managing Member
	By:	/s/ Mark A. Garcia
		Name: Mark A. Garcia
		Title: Chief Financial Officer, Funds

	THL EQUITY FUND VI INVESTORS
	(CERIDIAN), LP
	By: THL Equity Advisors VI, LLC,
	its General Partner
	By: Thomas H. Lee Partners, L.P.,
	its Sole Member
	By: Thomas H. Lee Advisors, LLC,
	its General Partner
	By: THL Holdco, LLC,
	its Managing Member

	By:	/s/ Mark A. Garcia
		Name: Mark A. Garcia
		Title: Chief Financial Officer, Funds

	THL EQUITY FUND VI INVESTORS (CERIDIAN) II, LP
	By: THL Equity Advisors VI, LLC,
	its General Partner
	By: Thomas H. Lee Partners, L.P.,
	its Sole Member
	By: Thomas H. Lee Advisors, LLC,
	its General Partner
	By: THL Holdco, LLC,
	its Managing Member
	By:	/s/ Mark A. Garcia
		Name: Mark A. Garcia
		Title: Chief Financial Officer, Funds

	THL EQUITY FUND VI INVESTORS (CERIDIAN) III, LLC
	By: THL Equity Advisors VI, LLC,
	its Manager
	By: Thomas H. Lee Partners, L.P.,
	its Sole Member
	By: Thomas H. Lee Advisors, LLC,
	its General Partner
	By: THL Holdco, LLC,
	its Managing Member
	By:	/s/ Mark A. Garcia
		Name: Mark A. Garcia
		Title: Chief Financial Officer, Funds

	THL EQUITY FUND VI INVESTORS
	(CERIDIAN) IV, LLC
	By: THL Equity Advisors VI, LLC,
	its Manager
	By: Thomas H. Lee Partners, L.P.,
	its Sole Member
	By: Thomas H. Lee Advisors, LLC,
	its General Partner
	By: THL Holdco, LLC,
	its Managing Member
	By:	/s/ Mark A. Garcia
		Name: Mark A. Garcia
		Title: Chief Financial Officer, Funds

	THL EQUITY FUND VI INVESTORS (CERIDIAN) V, LLC
	By: THL Equity Advisors VI, LLC,
	its Manager
	By: Thomas H. Lee Partners, L.P.,
	its Sole Member
	By: Thomas H. Lee Advisors, LLC,
	its General Partner
	By: THL Holdco, LLC,
	its Managing Member
	By:	/s/ Mark A. Garcia
		Name: Mark A. Garcia
		Title: Chief Financial Officer, Funds

	THL EQUITY FUND VI INVESTORS (CERIDIAN) VI, LP
	By: THL Equity Advisors VI, LLC,
	its General Partner
	By: Thomas H. Lee Partners, L.P.,
	its Sole Member
	By: Thomas H. Lee Advisors, LLC,
	its General Partner
	By: THL Holdco, LLC,
	its Managing Member
	By:	/s/ Mark A. Garcia
		Name: Mark A. Garcia
		Title: Chief Financial Officer, Funds

	THL COINVESTMENT PARTNERS, L.P.
	By: Thomas H. Lee Partners, L.P.,
	its General Partner
	By: Thomas H. Lee Advisors, LLC,
	its General Partner
	By: THL Holdco, LLC,
	its Managing Member
	By:	/s/ Mark A. Garcia
		Name: Mark A. Garcia
		Title: Chief Financial Officer, Funds

	THL OPERATING PARTNERS, L.P.
	By: Thomas H. Lee Partners, L.P.,
	its General Partner
	By: Thomas H. Lee Advisors, LLC,
	its General Partner
	By: THL Holdco, LLC,
	its Managing Member
	By:	/s/ Mark A. Garcia
		Name: Mark A. Garcia
		Title: Chief Financial Officer, Funds

	GREAT-WEST INVESTORS, L.P.
	By: Thomas H. Lee Advisors, LLC,
	its Attorney-in-Fact
	By: THL Holdco, LLC,
	its Managing Member
	By:	/s/ Mark A. Garcia
		Name: Mark A. Garcia
		Title: Chief Financial Officer, Funds

	PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY III, LLC
	By: Putnam Investments Holdings, LLC,
	its Managing Member
	By: Putnam Investments, LLC,
	its Managing Member
	By: Thomas H. Lee Advisors, LLC,
	its Attorney-in-Fact
	By: THL Holdco, LLC,
	its Managing Member
	By:	/s/ Mark A. Garcia
		Name: Mark A. Garcia
		Title: Chief Financial Officer, Funds

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