William E. McDonald - Feb 24, 2022 Form 4 Insider Report for Ceridian HCM Holding Inc. (CDAY)

Role: EVP, GC & Corporate Secretary
Signature: /s/ William E. McDonald
Stock symbol: CDAY
Transactions as of: Feb 24, 2022
Transactions value $: $0
Form type: 4
Date filed: 2/25/2022, 03:19 PM
Previous filing: Nov 8, 2021
Next filing: Mar 2, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CDAY	Common Stock	Award	$0	+14.1K	+110.75%	$0.00	26.9K	Feb 24, 2022	Direct	F1
transaction	CDAY	Common Stock	Award	$0	+10.6K	+39.41%	$0.00	37.5K	Feb 24, 2022	Direct	F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CDAY	Performance Units	Award	$0	+1.7K		$0.00	1.7K	Feb 24, 2022	Common Stock	1.7K		Direct	F11
transaction	CDAY	Performance Units	Award	$0	+14.1K		$0.00	14.1K	Feb 24, 2022	Common Stock	14.1K		Direct	F12
holding	CDAY	Option (Right to Purchase)						3.75K	Feb 24, 2022	Common Stock	3.75K	$19.04	Direct	F4
holding	CDAY	Option (Right to Purchase)						34.7K	Feb 24, 2022	Common Stock	34.7K	$22.00	Direct	F5
holding	CDAY	Option (Right to Purchase)						995	Feb 24, 2022	Common Stock	995	$44.91	Direct	F6
holding	CDAY	Option (Right to Purchase)						28.6K	Feb 24, 2022	Common Stock	28.6K	$49.93	Direct	F7
holding	CDAY	Option (Right to Purchase)						14.3K	Feb 24, 2022	Common Stock	14.3K	$65.26	Direct	F8
holding	CDAY	Performance Units						655	Feb 24, 2022	Common Stock	655		Direct	F9
holding	CDAY	Performance Units						4.63K	Feb 24, 2022	Common Stock	4.63K		Direct	F10

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	14,118 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.
F2	10,588 shares that are issuable pursuant to Restricted Stock Units (RSUs), granted on February 24, 2022, that vest on June 30, 2023.
F3	Includes (i) 2,336 shares of common stock, (ii) shares issuable pursuant to Restricted Stock Units (RSUs), granted on February 28, 2020, of which 138 shares vest on February 28, 2022 and 139 shares vest on February 28, 2023; (iii) shares issuable pursuant to RSUs, granted on May 8, 2020, of which 1,532 shares vest on each of May 8, 2022 and May 8, 2023; (iv) shares issuable pursuant to RSUs, granted on March 8, 2021, of which 1,544 shares vest on each of March 8, 2022, March 8, 2023 and March 8, 2024; (v) shares issuable pursuant to Restricted Stock Units, granted on August 6, 2021, of which 813 shares vest on each of August 6, 2022, August 6, 2023, and August 6, 2024; (vi) shares issuable pursuant to RSUs, granted on February 24, 2022, of which 4,706 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.
F4	Fully vested and exercisable.
F5	Consists of 14,837 options that are vested and exercisable and 19,837 options that vest and become exercisable on April 25, 2022.
F6	Consists of 663 options that are vested and exercisable and 332 options that vest and become exercisable on February 8, 2023.
F7	Consists of 9,542 options that are vested and exercisable and 9,542 options that vest and become exercisable on each of March 20, 2022 and March 20, 2023.
F8	Consists of 3,574 options that are vested and exercisable and 3,575 options that vest and become exercisable on each of May 8, 2022, May 8, 2023, and May 8, 2024.
F9	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.
F10	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.
F11	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.
F12	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.