Sec Form 4 Filing - Ossip David D @ Ceridian HCM Holding Inc. - 2022-02-24

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 Co-CEO (Last) (First) (Middle) C/O CERIDIAN HCM HOLDING INC., 3311 EAST 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 63,532( 1 ) A $ 0 623,405( 2 ) D Common Stock 229,085( 3 ) I See Note( 3 )

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( 4 ) ( 4 ) ( 4 ) ( 4 ) Common Stock 8,328 8,328 D Exchangeable Shares( 4 ) ( 4 ) ( 4 ) ( 4 ) Common Stock 1,860,902 1,860,902 I See Note( 5 ) Option (right to buy) $ 22 ( 6 ) 04/25/2028 Common Stock 858,697 858,697 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 )( 10 ) 05/08/2030 Common Stock 1,500,000 1,500,000 D Option (right to buy) $ 65.26 ( 11 ) 05/08/2030 Common Stock 321,734 321,734 D Option (right to buy) $ 80.95 ( 12 ) 03/08/2031 Common Stock 226,931 226,931 D Performance Units ( 13 ) ( 13 ) 03/08/2022 Common Stock 4,942 4,942 D Performance Units ( 14 ) ( 14 ) 03/08/2024 Common Stock 27,794 27,794 D Performance Units ( 15 ) 02/24/2022 A 5,648 ( 15 ) 02/24/2023 Common Stock 5,648 $ 0 5,648 D Performance Units ( 16 ) 02/24/2022 A 63,532 ( 16 ) 02/24/2025 Common Stock 63,532 $ 0 63,532 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 SHAKO PEE ROAD MINNEAPOLIS, MN55425 X Chairman and Co-CEO Signatures /s/ William E. McDonald, attorney-in-fact 02/25/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )63,532 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 )Includes (i) 22,267 shares of Common Stock, (ii) 500,000 Restricted Stock Units (RSUs) granted on March 20, 2017, that are issuable at the election of the recipient; (iii) of the 3,129 RSUs granted on February 28, 2020, 1,043 shares are issuable at the election of the recipient, and 1,043 shares vest and become issuable at the election of the recipient on each of February 28, 2022 and February 28, 2023, (iv) of the 34,477 RSUs granted on May 8, 2020, 11,492 shares are issuable at the election of the recipient, and 11,492 and 11,493 shares vest and become issuable at the election of the recipient on May 8, 2022 and May 8, 2023, respectively; and (v) shares issuable pursuant to RSUs, granted on February 24, 2022, of which 21,177 RSUs vest and become issuable at the election of the recipient on each of February 24, 2023 and February 24, 2024 and 21,178 RSUs vest and become issuable at the election of the recipient on February 24, 2025. ( 3 )Indirectly owned through OsFund Inc. The Reporting Person disclaims beneficial ownership except to the extent of the Reporting Person's pecuniary interest. ( 4 )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. ( 5 )Indirectly owned through Osscer Inc. The Reporting Person disclaims beneficial ownership except to the extent of the Reporting Person's pecuniary interest. ( 6 )Consists of 519,022 vested and exercisable options as of April 25, 2021, and 339,675 options that vest and become exercisable on April 25, 2022. ( 7 )Consists of 7,792 vested and exercisable options as of February 8, 2022 and 2,598 options that vest and become exercisable on February 8, 2023. ( 8 )Consists of 875,000 vested and exercisable options as of March 20, 2021 and 437,500 options that vest and become exercisable on each of March 20, 2022 and March 20, 2023. ( 9 )The vesting conditions for this award are based on the Issuer's performance on the New York Stock Exchange ("NYSE") with (i) 750,000 shares available to vest when the Issuer's per share closing price on the NYSE meets or exceeds $110.94, or 1.7 times the exercise price, for ten consecutive trading days ("Performance Metric #1") and (ii) the remaining 750,000 shares are available to vest when the Issuer's per share closing price on the NYSE meets or exceeds $130.52, or 2.0 times the exercise price, for ten consecutive trading days ("Performance Metric #2", collectively with Performance Metric #1, the "Performance Metrics"). The vesting conditions of the Performance Metrics must be achieved prior to May 8, 2025, or any unvested portion of the award will terminate. Further, no portion of the award will vest and become exercisable until May 8, 2023, the third anniversary of the date of grant (the "Time-Based Metric"). ( 10 )The shares underlying Performance Metric #1, which was achieved on October 6, 2021, will vest and become exercisable on May 8, 2023 provided that continuous employment of Mr. Ossip is maintained through that date. If Performance Metric #2 is met prior to satisfying the Time-Based Metric, the shares underlying Performance Metric #2 will vest and become exercisable on May 8, 2023 provided that continuous employment of Mr. Ossip is maintained through that date. If the Time-Based Metric is met and Performance Metric #2 has not been met on or prior to May 8, 2025, the award will be terminated. ( 11 )Consists of 80,433 vested and exercisable options as of May 8, 2021, 80,433 options that vest and become exercisable on May 8, 2022, and 80,434 options that vest and become exercisable on each of May 8, 2023 and May 8, 2024. ( 12 )These options vest and become exercisable in four annual installments beginning on March 8, 2022. ( 13 )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 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) the one year anniversary of the date of grant. ( 14 )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. ( 15 )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. ( 16 )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 David Ossip, pursuant to the Power of Attorney previously filed.

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