Statement of Changes in Beneficial Ownership (4)
May 22 2020 - 4:11PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Gitajn Arthur |
2. Issuer Name and Ticker or Trading Symbol
Ceridian HCM Holding Inc.
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CDAY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP, CFO |
(Last)
(First)
(Middle)
C/O CERIDIAN HCM HOLDING INC., 3311 EAST OLD SHAKOPEE ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/20/2020 |
(Street)
MINNEAPOLIS, MN 55425
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 5/20/2020 | | M | | 26000 (1) | A | $16.82 | 38591 (2) | D | |
Common Stock | 5/20/2020 | | M | | 60500 (1) | A | $22.00 | 99091 (2) | D | |
Common Stock | 5/20/2020 | | S | | 77282 (1) | D | $65.45 (3) | 21809 (2) | D | |
Common Stock | 5/20/2020 | | S | | 9218 (1) | D | $66.05 (4) | 12591 (2) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Option (right to buy) | $16.82 | 5/20/2020 | | M | | | 26000 (1) | (5) | 12/31/2026 | Common Stock | 26000 | (6) | 112500 | D | |
Option (right to buy) | $22.00 | 5/20/2020 | | M | | | 60500 (1) | (7) | 4/25/2028 | Common Stock | 60500 | (6) | 123565 | D | |
Option (right to buy) | $44.91 | | | | | | | (8) | 2/8/2029 | Common Stock | 3048 | | 3048 | D | |
Option (right to buy) | $49.93 | | | | | | | (9) | 3/20/2029 | Common Stock | 114503 | | 114503 | D | |
Performance Units | (10) | | | | | | | (10) | 3/1/2021 | Common Stock | 1632 | | 1632 | D | |
Explanation of Responses: |
(1) | The sales reported and options exercised on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 10, 2018, and amended on November 20, 2018. |
(2) | Includes (i) 11,627 shares of common stock, (ii) 964 shares are issuable pursuant to Restricted Stock Units, granted on February 28, 2020, that vest in three annual installments beginning on February 28, 2021. |
(3) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.87 to $65.85 inclusive. The reporting person undertakes to provide Ceridian HCM Holding Inc., any security holder of Ceridian HCM Holding Inc. or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(4) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.88 to $66.32 inclusive. The reporting person undertakes to provide Ceridian HCM Holding Inc., any security holder of Ceridian HCM Holding Inc. or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(5) | Consists of 26,000 vested and exercisable options as of December 31, 2019, of which 26,000 are being exercised pursuant to a Rule 10b5-1 trading plan adopted by the reporting person, and 112,500 options that vest and become exercisable on December 31, 2020. |
(6) | Not applicable. |
(7) | Consists of 61,782 vested and exercisable options as of April 25, 2020, of which 60,500 are being exercised pursuant to a Rule 10b5-1 trading plan adopted by the reporting person, and 122,283 options that vest and become exercisable in two annual installments beginning on April 25, 2021. |
(8) | Consists of 762 vested and exercisable options as of February 8, 2020 and 2,286 options that vest and become exercisable in three annual installments beginning on February 8, 2021. |
(9) | Consists of 28,625 vested and exercisable options as of March 20, 2020 and 85,878 options that vest and become exercisable in three annual installments beginning on March 20, 2021. |
(10) | Each performance unit, granted on February 28, 2020, represents a contingent right to receive up to 1.25 shares of Common Stock. The performance units vest upon satisfaction of Cloud Revenue and Adjusted EBITDA margin targets under the Company's 2020 Management Incentive Plan. |
Remarks: For Arthur Gitajn, pursuant to the Power of Attorney previously filed. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Gitajn Arthur C/O CERIDIAN HCM HOLDING INC. 3311 EAST OLD SHAKOPEE ROAD MINNEAPOLIS, MN 55425 |
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| EVP, CFO |
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Signatures
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/s/ William E. McDonald | | 5/22/2020 |
**Signature of Reporting Person | Date |
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