Dayforce, Inc. — Director's Dealing 2022

Nov 16, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Ceridian HCM Holding Inc. (CDAY)
CIK: 0001725057
Period of Report: 2022-11-14

Reporting Person: Holdridge Stephen H. (EVP, Chief Customer Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-11-14	Common Stock	S	1000	$68.00	Disposed	43429	Direct
2022-11-15	Common Stock	S	1000	$70.00	Disposed	42429	Direct
2022-11-15	Common Stock	S	1000	$72.00	Disposed	41429	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option (right to buy)	$70.73	2030-02-28	Common Stock (65547)	65547	Direct
Performance Units	$	2024-03-08	Common Stock (6176)	6176	Direct
Performance Units	$	2023-02-24	Common Stock (2330)	2330	Direct
Performance Units	$	2025-02-24	Common Stock (21177)	21177	Direct

Footnotes

F1: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.

F2: Includes (i) 3,488 shares of common stock, which includes 218 and 20 shares acquired under the Ceridian HCM Holding Inc. Global Employee Stock Purchase Plan on March 31, 2022 and June 30, 2022 respectively, (ii) shares issuable pursuant to RSUs, granted on March 8, 2021, of which 3,088 shares vest on each of March 8, 2023 and March 8, 2024; (iii) 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 (iv) 10,588 shares issuable pursuant to RSUs, granted on February 24, 2022, which vest on June 30, 2023.

F3: Consists of 32,773 vested and exercisable options as of February 28, 2022, and 16,387 options that vest and become exercisable on each of February 28, 2023 and February 28, 2024.

F4: 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 3,088 PSUs occurs on each of March 8, 2023 and March 8, 2024.

F5: 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.

F6: 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.