Sec Form 4 Filing - Jacobs Jeffrey Scott @ Ceridian HCM Holding Inc. - 2023-03-08

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
Jacobs Jeffrey Scott
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)
Head of Acct & Fin Reporting
(Last) (First) (Middle)
C/O CERIDIAN HCM HOLDING INC., 3311 E. OLD SHAKOPEE ROAD
3. Date of Earliest Transaction (MM/DD/YY)
03/08/2023
(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 03/09/2023 S 255 ( 1 ) D $ 71.69 ( 2 ) 18,476 D
Common Stock 03/08/2023 M 823 A 19,299 D
Common Stock 03/09/2023 S 255 ( 4 ) D $ 71.69 ( 5 ) 19,044 ( 6 ) 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) $ 17.58 ( 7 ) 12/08/2025 Common Stock 500 500 D
Option (right to buy) $ 16.82 ( 7 ) 12/31/2026 Common Stock 1,125 1,125 D
Option (right to buy) $ 19.04 ( 7 ) 12/20/2027 Common Stock 5,000 5,000 D
Option (right to buy) $ 22 ( 7 ) 04/25/2028 Common Stock 32,610 32,610 D
Option (right to buy) $ 44.91 ( 7 ) 02/08/2029 Common Stock 712 712 D
Option (right to buy) $ 49.93 ( 8 ) 03/20/2029 Common Stock 8,396 8,396 D
Option (right to buy) $ 65.26 ( 9 ) 05/08/2030 Common Stock 14,299 14,299 D
Performance Units ( 3 ) 03/08/2023 M 823 ( 3 ) 03/08/2031 Common Stock 823 $ 0 824 D
Performance Units ( 10 ) ( 10 ) 02/24/2032 Common Stock 2,352 2,352 D
Performance Units ( 11 ) ( 11 ) 02/28/2033 Common Stock 845 845 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Jacobs Jeffrey Scott
C/O CERIDIAN HCM HOLDING INC.
3311 E. OLD SHAKOPEE ROAD
MINNEAPOLIS, MN55425
Head of Acct & Fin Reporting
Signatures
/s/ William E. McDonald 03/10/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )255 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 568 shares of Common Stock were issued to the Reporting Person in connection with the vesting of 823 RSUs on March 8, 2023.
( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.69 to $71.73 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.
( 3 )Given the Company's performance in 2021 and pursuant to the terms of the performance stock unit ("PSU") award agreement, each PSU granted on March 8, 2021 converted into 1 share of Common Stock upon vesting. The vesting of 823 occurred on March 8, 2023, and the vesting of 824 PSUs occurs on March 8, 2024.
( 4 )255 shares of Common Stock were sold to cover withholding taxes as required pursuant to the terms of the PSU award agreement and 568 shares of Common Stock were issued to the Reporting Person in connection with the vesting of 823 PSUs on March 8, 2023.
( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.6718 to $71.69 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.
( 6 )Includes (i) 6,658 shares of Common Stock, (ii) shares of Common Stock issuable pursuant to RSUs, granted on May 8, 2020, of which 511 shares vest on May 8, 2023; (iii) shares of Common Stock that are issuable pursuant to RSUs, granted on March 8, 2021, of which 824 shares vest on March 8, 2024; (iv) shares of Common Stock issuable pursuant to RSUs, granted on February 24, 2022, of which 1,412 shares vest on each of February 24, 2024 and February 24, 2025; and (v) shares of Common Stock issuable pursuant to RSUs, granted on February 28, 2023, of which 2,742 shares vest on each of February 28, 2024 and February 28, 2025, and 2,743 shares vest on February 28, 2026.
( 7 )Fully vested and exercisable.
( 8 )Consists of 6,297 vested and exercisable options as of March 20, 2022, and 2,099 options that vest and become exercisable on March 20, 2023.
( 9 )Consists of 7,149 vested and exercisable options as of May 8, 2022, and 3,575 options that vest and become exercisable on each of May 8, 2023, and May 8, 2024.
( 10 )Pursuant to the terms of the PSU award agreement, the vesting of 1,176 PSUs occurs on each of February 24, 2024 and February 24, 2025.
( 11 )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.

Remarks:
For Jeffrey Jacobs pursuant to the Power of Attorney previously filed.

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