Sec Form 4 Filing - McDonald William Everett @ Ceridian HCM Holding Inc. - 2023-02-24

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person McDonald William Everett 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, GC & Corporate Secretary (Last) (First) (Middle) C/O CERIDIAN HCM HOLDING INC., 3311 E. OLD SHAKOPEE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/24/2023 (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 02/27/2023 S 1,447 ( 1 ) D $ 72.44 ( 2 ) 36,430 D Common Stock 02/24/2023 M 1,412 A 37,842 D Common Stock 02/27/2023 S 502 ( 4 ) D $ 72.44 37,340 D Common Stock 02/24/2023 M 3,920 A 41,260 D Common Stock 02/27/2023 S 1,208 ( 6 ) D $ 72.44 ( 7 ) 40,052 ( 8 ) 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 Purchase) $ 19.04 ( 9 ) 12/20/2027 Common Stock 3,750 3,750 D Option (Right to Purchase) $ 22 ( 9 ) 04/25/2028 Common Stock 34,674 34,674 D Option (Right to Purchase) $ 44.91 ( 9 ) 02/08/2029 Common Stock 995 995 D Option (Right to Purchase) $ 49.93 ( 10 ) 03/20/2029 Common Stock 28,626 28,626 D Option (Right to Purchase) $ 65.26 ( 11 ) 05/08/2030 Common Stock 14,299 14,299 D Performance Units ( 12 ) ( 12 ) 03/08/2024 Common Stock 3,088 3,088 D Performance Units ( 3 ) 02/24/2023 M 1,412 ( 3 ) 02/24/2023 Common Stock 1,412 $ 0 0 D Performance Units ( 5 ) 02/24/2023 M 3,920 ( 5 ) 02/24/2025 Common Stock 3,920 $ 0 7,840 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McDonald William Everett C/O CERIDIAN HCM HOLDING INC. 3311 E. OLD SHAKOPEE ROAD MINNEAPOLIS, MN55425 EVP, GC & Corporate Secretary Signatures /s/ William E. McDonald 02/28/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )1,447 shares of common stock of the Issuer ("Common Stock") were sold to cover withholding taxes as required pursuant to the terms of the restricted stock unit ("RSU") award agreement and 3,259 shares of Common Stock were issued to the Reporting Person in connection with the vesting of 4,706 RSUs on February 24, 2023. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.335 to $72.44 inclusive. The reporting per son 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. ( 3 )Pursuant to the terms of the Company's 2022 Management Incentive Plan, the Company achieved a total payout of 83.3% under the performance metrics resulting in 1,412 shares of Common Stock vesting of the 1,695 performance stock units ("PSU") granted on February 24, 2022. ( 4 )502 shares of Common Stock were sold to cover withholding taxes as required pursuant to the terms of the PSU award agreement and 910 shares of Common Stock were issued to the Reporting Person in connection with the vesting of 1,412 PSUs on February 24, 2023. ( 5 )Pursuant to the terms of the PSU award agreement, the Company achieved a total payout of 83.3% under the performance metrics, and each PSU converted into 0.833 shares of Common Stock upon vesting. As a result, 3,920 PSUs vested on February 24, 2023, and 3,920 PSUs will vest on each of February 24, 2024 and February 24, 2025. ( 6 )1,208 shares of Common Stock were sold to cover withholding taxes as required pursuant to the terms of the PSU award agreement and 2,712 shares of Common Stock were issued to the Reporting Person in connection with the vesting of 3,920 PSUs on February 24, 2023. ( 7 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.4306 to $72.44 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. ( 8 )Includes (i) 13,667 shares of Common Stock, (ii) shares of Common Stock issuable pursuant to RSUs, granted on February 28, 2020, of which 139 shares vest on February 28, 2023; (iii) shares of Common Stock issuable pursuant to RSUs, granted on May 8, 2020, of which 1,532 shares vest on May 8, 2023; (iv) shares of Common Stock issuable pursuant to RSUs, granted on March 8, 2021, of which 1,544 shares vest on each of March 8, 2023 and March 8, 2024; (v) shares of Common Stock issuable pursuant to RSUs, granted on August 6, 2021, of which 813 shares vest on each of August 6, 2023 and August 6, 2024; (vi) shares of Common Stock issuable pursuant to RSUs, granted on February 24, 2022, of which 4,706 shares vest on each of February 24, 2024 and February 24, 2025; and (vii) 10,588 shares of Common Stock issuable pursuant to RSUs, granted on February 24, 2022, which vest on June 30, 2023. ( 9 )Fully vested and exercisable. ( 10 )Consists of 19,084 options that are vested and exercisable as of March 20, 2022, and 9,542 options that vest and become exercisable on March 20, 2023. ( 11 )Consists of 7,149 options that are vested and exercisable as of May 8, 2022, and 3,575 options that vest and become exercisable on each of May 8, 2023, and May 8, 2024. ( 12 )Given the Company's performance in 2021 and pursuant to the terms of the PSU award agreement, each PSU granted on March 8, 2021 converted into 1 share of Common Stock upon vesting. The vesting of 1,544 PSUs occurs on each of March 8, 2023 and March 8, 2024.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.