| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CDAY | Common Stock | Sale | -$12K | -165 | -0.15% | $72.85 | 113K | Mar 1, 2022 | Direct | F1, F2 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | CDAY | Option (right to buy) | 2.91K | Mar 1, 2022 | Common Stock | 2.91K | $17.20 | Direct | F3 | |||||
| holding | CDAY | Option (right to buy) | 51K | Mar 1, 2022 | Common Stock | 51K | $22.00 | Direct | F4 | |||||
| holding | CDAY | Option (right to buy) | 50K | Mar 1, 2022 | Common Stock | 50K | $44.91 | Direct | F5 | |||||
| holding | CDAY | Option (right to buy) | 2.3K | Mar 1, 2022 | Common Stock | 2.3K | $44.91 | Direct | F6 | |||||
| holding | CDAY | Option (right to buy) | 107K | Mar 1, 2022 | Common Stock | 107K | $65.26 | Direct | F7 | |||||
| holding | CDAY | Performance Units | 2.43K | Mar 1, 2022 | Common Stock | 2.43K | Direct | F8 | ||||||
| holding | CDAY | Performance Units | 18.5K | Mar 1, 2022 | Common Stock | 18.5K | Direct | F9 | ||||||
| holding | CDAY | Performance Units | 2.78K | Mar 1, 2022 | Common Stock | 2.78K | Direct | F10 | ||||||
| holding | CDAY | Performance Units | 21.2K | Mar 1, 2022 | Common Stock | 21.2K | Direct | F11 |
| Id | Content |
|---|---|
| F1 | 165 shares of common stock were sold to cover withholding taxes as required pursuant to the terms of the award agreement and 348 shares of common stock were issued to the Reporting Person in connection with the vesting of 513 Restricted Stock Units (RSUs) on February 28, 2022. |
| F2 | Includes (i) 42,076 shares of common stock, (ii) shares issuable pursuant to RSUs, granted on February 8, 2019, of which 12,500 shares vest on February 8, 2023, (iii) shares issuable pursuant to RSUs, granted on February 28, 2020, of which 513 shares vest on February 28, 2023, (iv) shares issuable pursuant to RSUs, granted on May 8, 2020, of which 3,831 shares vest on each of May 8, 2022 and May 8, 2023; (v) shares issuable pursuant to RSUs, granted on March 8, 2021, of which 6,176 shares vest on each of March 8, 2022 and March 8, 2023, and 6,177 shares that vest on March 8, 2024; (vi) shares issuable pursuant to RSUs, granted on February 24, 2022, of which 7,059 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. |
| F3 | Fully vested and exercisable. |
| F4 | Consists of 33,968 vested and exercisable options as of April 25, 2021, and 16,984 options that vest and become exercisable on April 25, 2022. |
| F5 | Consists of 37,500 vested and exercisable options as of February 8, 2022 and 12,500 options that vest and become exercisable on February 8, 2023. |
| F6 | Consists of 1,725 vested and exercisable options as of February 8, 2022, and 576 options that vest and become exercisable on February 8, 2023. |
| F7 | Consists of 26,811 vested and exercisable options as of May 8, 2021 and 26,811 options that vest and become exercisable on each of May 8, 2022, May 8, 2023 and May 8, 2024. |
| F8 | 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. |
| 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 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. |
| F10 | 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. |
| 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 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. |
For Christopher Armstrong, pursuant to the Power of Attorney previously filed.