Sec Form 4 Filing - Ossip David D @ Ceridian HCM Holding Inc. - 2023-02-28

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 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) 02/28/2023 (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 02/28/2023 A 68,558 ( 1 ) A $ 0 691,963 ( 2 ) ( 3 ) D Common Stock 229,085 ( 4 ) I See Note ( 4 )

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 ( 5 ) ( 5 ) ( 5 ) ( 5 ) Common Stock 8,328 8,328 D Exchangeable Shares ( 5 ) ( 5 ) ( 5 ) ( 5 ) Common Stock 1,860,902 1,860,902 I See Note ( 6 ) Option (right to buy) $ 22 ( 7 ) 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 ) 03/08/2031 Common Stock 4,942 4,942 D Performance Units ( 14 ) ( 14 ) 03/08/2031 Common Stock 27,794 27,794 D Performance Units ( 15 ) ( 15 ) 02/24/2032 Common Stock 4,705 4,705 D Performance Units ( 16 ) ( 16 ) 02/24/2032 Common Stock 52,922 52,922 D Performance Units ( 17 ) 02/28/2023 A 6,034 ( 17 ) 02/28/2033 Common Stock 6,034 $ 0 6,034 D Performance Units ( 18 ) 02/28/2023 A 68,558 ( 18 ) 02/28/2033 Common Stock 68,558 $ 0 68,558 D Performance Units ( 19 ) 02/28/2023 A 27,423 ( 19 ) 02/28/2033 Common Stock 27,423 $ 0 27,423 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 Co-CEO Signatures /s/ William E. McDonald, attorney-in-fact 03/02/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )68,558 shares of common stock of the Issuer ("Common Stock") that are issuable pursuant to Restricted Stock Units (RSUs), granted on February 28, 2023, that vest in three annual installments beginning on February 28, 2024. ( 2 )Includes 22,267 shares of Common Stock, and, subject to forfeiture should the recipient fail to make an election to convert to shares prior to the ten year anniversary of the grant date, (i) 500,000 RSUs granted on March 20, 2017, that are issuable as shares of Common Stock at the election of the recipient; (ii) 3,129 RSUs granted on February 28, 2020, that are issuable as shares of Common Stock at the election of the recipient, (iii) of the 34,477 RSUs granted on May 8, 2020, 22,984 shares of Common Stock are issuable at the election of the recipient, and 11,493 RSUs vest and become issuable at the election of the recipient on May 8, 2023; (iv) of the 63,532 RSUs granted on February 24, 2022, 21,177 shares of Common Stock are issuable at the election of the recipient, 21,177 RSUs vest and become issuable at the election of the recipient on February 24, 2024, and 21,178 RSUs vest and become issuable at the election of the recipient on February 24, 2025. ( 3 )Includes, subject to forfeiture should the recipient fail to make an election to convert to shares prior to the ten year anniversary of the grant date, shares of Common Stock issuable pursuant to RSUs, granted on February 28, 2023, of which 22,852 RSUs vest and become issuable at the election of the recipient on February 28, 2024, and 22,853 RSUs vest and become issuable at the election of the recipient on each of February 28, 2025, and February 28, 2026. ( 4 )Indirectly owned through OsFund Inc. The Reporting Person disclaims beneficial ownership except to the extent of the Reporting Person's pecuniary interest. ( 5 )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. ( 6 )Indirectly owned through Osscer Inc. The Reporting Person disclaims beneficial ownership except to the extent of the Reporting Person's pecuniary interest. ( 7 )Fully vested and exercisable ( 8 )Consists of 1,312,500 vested and exercisable options as of March 20, 2022 and 437,500 options that vest and become exercisable on 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 160,866 vested and exercisable options as of May 8, 2022, and 80,434 options that vest and become exercisable on each of May 8, 2023 and May 8, 2024. ( 12 )Consists of 56,732 vested and exercisable options as of March 8, 2022, and 56,733 options that vest and become exercisable on each of March 8, 2023, March 8, 2024 and March 8, 2025. ( 13 )The vesting of 4,942 performance stock units ("PSUs") occurred on March 8, 2022, and the recipient has until March 8, 2031 to elect to convert any or all of the vested PSUs into shares of Common Stock. ( 14 )The vesting of 9,264 PSUs occurred on March 8, 2022, and the recipient has until March 8, 2031 to elect to convert any or all of the vested PSUs into shares of Common Stock. The vesting of 9,265 PSUs occurs on each of March 8, 2023, and March 8, 2024. ( 15 )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 the vesting of 4,705 of the 5,648 PSUs granted on February 24, 2022. The vesting of the 4,705 PSUs occurred on February 24, 2023, and the recipient has until February 24, 2032 to elect to convert any or all of the vested PSUs into shares of Common Stock. ( 16 )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 converts into 0.833 shares of Common Stock upon vesting and issuance. As a result, 17,640 PSUs vested on February 24, 2023, and the recipient has until February 24, 2032 to elect to convert any or all of the vested PSUs into shares of Common Stock. The vesting of 17,641 PSUs occurs on each of February 24, 2024, and February 24, 2025. ( 17 )Each 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 2023 Management Incentive Plan ("2023 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 2023 MIP. Based on actual results during the fiscal year ended December 31, 2023, 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 2023 MIP for the individual and (ii) the one-year anniversary of the date of grant. ( 18 )Each 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 annually over a three year period. 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 each of the preceding period beginning on January 1 and ending December 31, 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 annual performance metrics under the PSU Agreement is certified to have been met by the Compensation Committee or the Board of Directors of the Company for the prior period, and then any such certified amount will vest on the anniversary of the date of grant. ( 19 )Each PSU represents a contingent right to receive shares of Common Stock based upon the degree to which the performance metric contained in the PSU Agreement is 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 period beginning January 1, 2023, and ending December 31, 2025, the aggregate number of shares of Common Stock issued may range from zero shares to 200% 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 the performance metric 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 on February 28, 2026.

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).

** 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.