Sec Form 4 Filing - Gitajn Arthur @ Ceridian HCM Holding Inc. - 2020-05-20

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Gitajn Arthur
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, CFO
(Last) (First) (Middle)
C/O CERIDIAN HCM HOLDING INC., 3311 EAST OLD SHAKOPEE ROAD
3. Date of Earliest Transaction (MM/DD/YY)
05/20/2020
(Street)
MINNEAPOLIS, MN55425
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 05/20/2020 M 26,000 ( 1 ) A $ 16.82 38,591 ( 2 ) D
Common Stock 05/20/2020 M 60,500 ( 1 ) A $ 22 99,091 ( 2 ) D
Common Stock 05/20/2020 S 77,282 ( 1 ) D $ 65.45 ( 3 ) 21,809 ( 2 ) D
Common Stock 05/20/2020 S 9,218 ( 1 ) D $ 66.05 ( 4 ) 12,591 ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (right to buy) $ 16.82 05/20/2020 M 26,000 ( 1 ) ( 5 ) 12/31/2026 Common Stock 26,000 ( 6 ) 112,500 D
Option (right to buy) $ 22 05/20/2020 M 60,500 ( 1 ) ( 7 ) 04/25/2028 Common Stock 60,500 ( 6 ) 123,565 D
Option (right to buy) $ 44.91 ( 8 ) 02/08/2029 Common Stock 3,048 3,048 D
Option (right to buy) $ 49.93 ( 9 ) 03/20/2029 Common Stock 114,503 114,503 D
Performance Units ( 10 ) ( 10 ) 03/01/2021 Common Stock 1,632 1,632 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gitajn Arthur
C/O CERIDIAN HCM HOLDING INC.
3311 EAST OLD SHAKOPEE ROAD
MINNEAPOLIS, MN55425
EVP, CFO
Signatures
/s/ William E. McDonald 05/22/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sales reported and options exercised on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 10, 2018, and amended on November 20, 2018.
( 2 )Includes (i) 11,627 shares of common stock, (ii) 964 shares are issuable pursuant to Restricted Stock Units, granted on February 28, 2020, that vest in three annual installments beginning on February 28, 2021.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.87 to $65.85 inclusive. The reporting person undertakes to provide Ceridian HCM Holding Inc., any security holder of Ceridian HCM Holding Inc. or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.88 to $66.32 inclusive. The reporting person undertakes to provide Ceridian HCM Holding Inc., any security holder of Ceridian HCM Holding Inc. or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 5 )Consists of 26,000 vested and exercisable options as of December 31, 2019, of which 26,000 are being exercised pursuant to a Rule 10b5-1 trading plan adopted by the reporting person, and 112,500 options that vest and become exercisable on December 31, 2020.
( 6 )Not applicable.
( 7 )Consists of 61,782 vested and exercisable options as of April 25, 2020, of which 60,500 are being exercised pursuant to a Rule 10b5-1 trading plan adopted by the reporting person, and 122,283 options that vest and become exercisable in two annual installments beginning on April 25, 2021.
( 8 )Consists of 762 vested and exercisable options as of February 8, 2020 and 2,286 options that vest and become exercisable in three annual installments beginning on February 8, 2021.
( 9 )Consists of 28,625 vested and exercisable options as of March 20, 2020 and 85,878 options that vest and become exercisable in three annual installments beginning on March 20, 2021.
( 10 )Each performance unit, granted on February 28, 2020, represents a contingent right to receive up to 1.25 shares of Common Stock. The performance units vest upon satisfaction of Cloud Revenue and Adjusted EBITDA margin targets under the Company's 2020 Management Incentive Plan.

Remarks:
For Arthur Gitajn, pursuant to the Power of Attorney previously filed.

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