Sec Form 4 Filing - Armstrong Christopher R @ Ceridian HCM Holding Inc. - 2022-02-24

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
Armstrong Christopher R
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 Operating Officer
(Last) (First) (Middle)
C/O CERIDIAN HCM HOLDING INC., 3311 E. OLD SHAKOPEE ROAD
3. Date of Earliest Transaction (MM/DD/YY)
02/24/2022
(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 02/24/2022 A 21,177( 1 ) A $ 0 102,622 D
Common Stock 02/24/2022 A 10,588( 2 ) A $ 0 113,210( 3 ) 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) $ 17.2 ( 4 ) 04/27/2027 Common Stock 2,907 2,907 D
Option (right to buy) $ 22 ( 5 ) 04/25/2028 Common Stock 50,952 50,952 D
Option (right to buy) $ 44.91 ( 6 ) 02/08/2029 Common Stock 50,000 50,000 D
Option (right to buy) $ 44.91 ( 7 ) 02/08/2029 Common Stock 2,301 2,301 D
Option (right to buy) $ 65.26 ( 8 ) 05/08/2030 Common Stock 107,244 107,244 D
Performance Units ( 9 ) ( 9 ) 03/08/2022 Common Stock 2,428 2,428 D
Performance Units ( 10 ) ( 10 ) 03/08/2024 Common Stock 18,529 18,529 D
Performance Units ( 11 ) 02/24/2022 A 2,775 ( 11 ) 02/24/2023 Common Stock 2,775 $ 0 2,775 D
Performance Units ( 12 ) 02/24/2022 A 21,177 ( 12 ) 02/24/2025 Common Stock 21,177 $ 0 21,177 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Armstrong Christopher R
C/O CERIDIAN HCM HOLDING INC.
3311 E. OLD SHAKOPEE ROAD
MINNEAPOLIS, MN55425
EVP, Chief Operating Officer
Signatures
/s/ William E. McDonald, attorney-in-fact 02/25/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )21,177 shares that are issuable pursuant to Restricted Stock Units (RSUs), granted on February 24, 2022, that vest in three annual installments beginning on February 24, 2023.
( 2 )10,588 shares that are issuable pursuant to Restricted Stock Units (RSUs), granted on February 24, 2022, that vest on June 30, 2023.
( 3 )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, (iii) 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; (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; (vi) shares issuable pursuant to RSUs, granted on February 24, 2022, of which 7,059 shares vest on each of February 24, 2023, February 24, 2024 and February 24, 2025; and (vii) 10,588 shares issuable pursuant to RSUs, granted on February 24, 2022, which vest on June 30, 2023.
( 4 )Fully vested and exercisable.
( 5 )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.
( 6 )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.
( 7 )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.
( 8 )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.
( 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 under the Company's 2021 Management Incentive Plan are sa tisfied. 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) the one year anniversary of the date of grant.
( 10 )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.
( 11 )Each performance stock unit ("PSU") represents a contingent right to receive shares of Common Stock based upon the degree to which one or more of the performance metrics under the Company's 2022 Management Incentive Plan ("2022 MIP") are satisfied. The number of PSUs reported in columns 5, 7 and 9 of Table II reflects achievement at the target level of performance under the 2022 MIP. Based on actual results during the fiscal year ended December 31, 2022, the aggregate number of shares of Common Stock issued may range from zero shares to 167% of the target number of shares reported in columns 5, 7, and 9 of Table II. The PSUs will only vest upon the later of (i) the date the Compensation Committee or the Board of Directors of the Company certify that one or more of the performance metrics have been met under the 2022 MIP and (ii) the one year anniversary of the date of grant.
( 12 )Each performance stock unit ("PSU") represents a contingent right to receive shares of Common Stock based upon the degree to which one or more of the performance metrics contained in the PSU award agreement ("PSU Agreement") are satisfied. The number of PSUs reported in columns 5, 7, and 9 of Table II reflects achievement at the target level of performance under the PSU Agreement. Based on actual results during the fiscal year ended December 31, 2022, the aggregate number of shares of Common Stock issued may range from zero shares to 167% of the target number of shares reported in columns 5, 7 and 9 of Table II. The PSUs will only vest if the achievement of one or more of the performance metrics under the PSU Agreement is certified to have been met by the Compensation Committee or the Board of Directors of the Company, 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.

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