CBIZ, Inc. — Director's Dealing 2019

Feb 26, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CBIZ, Inc. (CBZ)
CIK: 0000944148
Period of Report: 2019-02-22

Reporting Person: Kouzelos Michael P (President, Employee Services)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-22	Common Stock	M	16800	$6.52	Acquired	300984	Direct
2019-02-22	Common Stock	S	16800	$21.3048	Disposed	284184	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-22	Employee Stock Option	$6.52	M	16800	Disposed	2019-05-09	Common Stock (16800)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$8.36	2020-05-14	Common Stock (70000)	70000	Direct
Employee Stock Option	$9.35	2021-05-15	Common Stock (72000)	72000	Direct
Employee Stock Option	$10.35	2022-05-10	Common Stock (72000)	72000	Direct
Employee Stock Option	$15.55	2023-05-10	Common Stock (72000)	72000	Direct
Employee Stock Option	$19.45	2024-05-09	Common Stock (72000)	72000	Direct

Footnotes

F1: Exercise and sale of Employee Stock Options granted 05-09-2013 at $6.52 exercise price, expiring 05-09-2019.

F2: Cashless Hold: exercise of options and sale of shares sufficient to cover only exericise price, taxes and fees.

F3: Consists of restricted shares issued under the CBIZ, Inc. 2014 Stock Incentive Plan. Restrictions lapse with respect to 25% of the granted restricted shares on each of the first, second, third and fourth anniversaries of the grant date, provided grantee is still providing services to CBIZ on such vesting dates, and grantee has complied with the applicable CBIZ client non-interference policy.

F4: Exercise and sale of Employee Stock Options granted 04-04-2011 at $7.41 exercise price, expiring 04-04-2017.

F5: Exercise and sale of Employee Stock Options granted 05-22-2012 at $5.87 exercise price, expiring 05-22-2018.

F6: Exercise and sale of Employee Stock Options granted 5-13-2011 at $6.75 exercise price, expiring 5-13-16.

F7: Restricted Common Stock previously reported as a separate non-derivative from common stock, affecting the total number of shares of common stock. This stock will no longer be reported separate from common stock.

F8: Surrender of stock to satisfy withholding obligation on vesting of restricted stock

F9: Weighted average sale price of price range between $21.25 and $21.38. Will provide upon request number of shares sold at each separate price.

F10: Annual equity compensation award granted on 5-9-2013, vesting 25% in each of the four anniversaries following the grant date.

F11: Annual equity compensation award granted on 5-14-2014, vesting 25% in each of the four anniversaries following the grant date.

F12: Consists of Option granted 05/15/2015, vesting in 25% increments each year beginning 05/15/2016, and expiring on 05/15/2021.

F13: Consists of Options granted 05/10/2016, vesting in 25% increments each year beginning 05/10/2017, and expiring on 05/10/2022.

F14: Consists of Options granted of5/10/2017 vesting in 25% increments each year beginning 05/10/2018 and expiring on 05/10/2023.

F15: Consists of Options granted on 05/09/2018 vesting in 25% increments each year beginning 05/09/2019 and expiring on 05/09/2024.