William E. McDonald - Aug 8, 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: Aug 8, 2022
Transactions value $: -$16,380
Form type: 4
Date filed: 8/9/2022, 04:24 PM
Previous filing: May 10, 2022
Next filing: Feb 28, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CDAY	Common Stock	Sale	-$16.4K	-251	-0.66%	$65.26	37.9K	Aug 8, 2022	Direct	F1, F2

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
holding	CDAY	Option (Right to Purchase)						3.75K	Aug 8, 2022	Common Stock	3.75K	$19.04	Direct	F3
holding	CDAY	Option (Right to Purchase)						34.7K	Aug 8, 2022	Common Stock	34.7K	$22.00	Direct	F3
holding	CDAY	Option (Right to Purchase)						995	Aug 8, 2022	Common Stock	995	$44.91	Direct	F4
holding	CDAY	Option (Right to Purchase)						28.6K	Aug 8, 2022	Common Stock	28.6K	$49.93	Direct	F5
holding	CDAY	Option (Right to Purchase)						14.3K	Aug 8, 2022	Common Stock	14.3K	$65.26	Direct	F6
holding	CDAY	Performance Units						3.09K	Aug 8, 2022	Common Stock	3.09K		Direct	F7
holding	CDAY	Performance Units						1.7K	Aug 8, 2022	Common Stock	1.7K		Direct	F8
holding	CDAY	Performance Units						14.1K	Aug 8, 2022	Common Stock	14.1K		Direct	F9

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

Explanation of Responses:

Id	Content
F1	251 shares of common stock were sold to cover withholding taxes as required pursuant to the terms of the restricted stock unit ("RSU") award agreement and 562 shares of common stock were issued to the Reporting Person in connection with the vesting of 813 RSUs on August 6, 2022.
F2	Includes (i) 6,786 shares of common stock, which includes 80 shares acquired under the Ceridian HCM Holding Inc. Global Employee Stock Purchase Plan on June 30, 2022, (ii) shares issuable pursuant to RSUs, granted on February 28, 2020, of which 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 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, 2023 and March 8, 2024; (v) shares 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 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.
F3	Fully vested and exercisable.
F4	Consists of 663 options that are vested and exercisable as of February 8, 2022, and 332 options that vest and become exercisable on February 8, 2023.
F5	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.
F6	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.
F7	Given the Company's performance in 2021 and pursuant to the terms of the PSU award agreement, each PSU granted on March 8, 2021 converts 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.
F8	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 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.
F9	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. 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.