Sec Form 4 Filing - Ossip David D @ Ceridian HCM Holding Inc. - 2021-03-08

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 Ossip David D 2. Issuer Name and Ticker or Trading Symbol Ceridian HCM Holding Inc. [ CDAY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman and CEO (Last) (First) (Middle) C/O CERIDIAN HCM HOLDING INC., 3311 EAST OLD SHAKOPEE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 03/08/2021 (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 559,873 ( 1 ) D Common Stock 229,085 ( 2 ) I See Note ( 2 )

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 Exchangeable Shares ( 3 ) ( 3 ) ( 3 ) ( 3 ) Common Stock 8,328 8,328 D Exchangeable Shares ( 3 ) ( 3 ) ( 3 ) ( 3 ) Common Stock 1,860,902 1,860,902 I See Note ( 4 ) Option (right to buy) $ 17.2 ( 5 ) 03/20/2027 Common Stock 750,000 750,000 D Option (right to buy) $ 22 ( 6 ) 04/25/2028 Common Stock 1,358,697 1,358,697 D Option (right to buy) $ 44.91 ( 7 ) 02/08/2029 Common Stock 10,390 10,390 D Option (right to buy) $ 49.93 ( 8 ) 03/20/2029 Common Stock 1,750,000 1,750,000 D Option (right to buy) $ 65.26 ( 9 ) 05/08/2030 Common Stock 1,500,000 1,500,000 D Option (right to buy) $ 65.26 ( 10 ) 05/08/2030 Common Stock 321,734 321,734 D Option (right to buy) $ 80.95 03/08/2021 A 226,931 ( 11 ) 03/08/2031 Common Stock 226,931 $ 0 226,931 D Performance Units ( 12 ) 03/08/2021 A 4,942 ( 12 ) 03/08/2022 Common Stock 4,942 $ 0 4,942 D Performance Units ( 13 ) 03/08/2021 A 27,794 ( 13 ) 03/08/2024 Common Stock 27,794 $ 0 27,794 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ossip David D C/O CERIDIAN HCM HOLDING INC. 3311 EAST OLD SHAKOPEE ROAD MINNEAPOLIS, MN55425 X Chairman and CEO Signatures /s/ William E. McDonald, attorney-in-fact 03/10/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes (i) 22,267 shares of Common Stock, (ii) of the 500,000 Restricted Stock Units granted on March 20, 2017, 375,000 shares are issuable at the election of the recipient, and 125,000 Restricted Stock Units will vest on March 20, 2021, (iii) Of the 3,129 Restricted Stock Units granted on February 28, 2020, 1,043 shares issuable at the election of the recipient, and 2,086 Restricted Stock Units will vest in two annual installments beginning on February 28, 2022, and (iv) 34,477 shares that are issuable pursuant to Restricted Stock Units, granted on May 8, 2020, that vest in three annual installments beginning on May 8, 2021. ( 2 )Indirectly owned through OsFund Inc. The Reporting Person disclaims beneficial ownership except to the extent of the Reporting Person's pecuniary interest. ( 3 )Represents exchangeable shares of Ceridian AcquisitionCo ULC, a wholly owned subsidiary of the Issuer, that are exchangeable at the option of the holder for shares of common stock of the Issuer. Each exchangeable share is convertible into one share of common stock of the Issuer, subject to adjustments. The exchangeable shares are currently exercisable and have no expiration date. ( 4 )Indirectly owned through Osscer Inc. The Reporting Person disclaims beneficial ownership except to the extent of the Reporting Person's pecuniary interest. ( 5 )Consists of 437,500 vested and exercisable options as of March 20, 2020, and 312,500 options that vest and become exercisable on March 20, 2021. ( 6 )Consists of 679,348 vested and exercisable options as of April 25, 2020 and 679,349 options that vest and become exercisable in two annual installments beginning on April 25, 2021. ( 7 )Consists of 5,194 vested and exercisable options as of February 8, 2021 and 5,196 options that vest and become exercisable in two annual installments beginning on February 8, 2022. ( 8 )Consists of 437,500 vested and exercisable options as of March 20, 2020 and 1,312,500 options that vest and become exercisable in three annual installments beginning on March 20, 2021. ( 9 )The vesting of eligible shares will occur on May 8, 2023 if certain performance criteria are met on or before May 8, 2023. If the performance criteria are met after May 8, 2023 and on or before May 8, 2025, the vesting of eligible shares will occur on the date the performance criteria is met. If the performance criteria are not met by May 8, 2025, the award will forfeit. ( 10 )These options vest and become exercisable in four annual installments beginning on May 8, 2021. ( 11 )These options vest and become exercisable in four annual installments beginning on March 8, 2022. ( 12 )Each performance stock unit represents a contingent right to receive between .50 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. ( 13 )Each performance stock unit represents a contingent right to receive between .50 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 David Ossip, pursuant to the Power of Attorney previously filed.

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).

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