SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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*
Herbers Scott W

(Last) (First) (Middle)
1950 HASSELL ROAD

(Street)
HOFFMAN ESTATES IL 60169

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/13/2019
3. Issuer Name and Ticker or Trading Symbol
CDK Global, Inc. [ CDK ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, North America Sales
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock(1) 1,021 D
Common Stock(2) 511 D
Common Stock(3) 1,724 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (4) 01/26/2022 Common Stock 658 20.244 D
Stock Option (Right to Buy) (5) 01/23/2024 Common Stock 1,518 28.763 D
Stock Option (Right to Buy) (6) 01/20/2025 Common Stock 1,021 43.54 D
Explanation of Responses:
1. The report reflects a grant of Restricted Stock under the Issuer's 2014 Omnibus Award Plan (the "Plan"). The Restricted Stock vests in two equal installments on September 8, 2019 and 2020.
2. The report reflects a grant of Restricted Stock under the Plan. The Restricted Stock vests on September 8, 2019.
3. The report reflects a grant of Restricted Stock Units under the Plan and represents a like number of shares of the Issuer's common stock. These Restricted Stock Units vest in three equal installments on September 6, 2019, 2020 and 2021. Upon vesting these Restricted Stock Units will settle in shares of the Issuer's common stock.
4. The options become exercisable in four equal installments on January 26, 2013, 2014, 2015 and 2016.
5. The options become exercisable in four equal installments on January 23, 2015, 2016, 2017 and 2018.
6. The options become exercisable in four equal installments on January 20, 2016, 2017, 2018 and 2019.
Remarks:
Exhibit List - Exhibit 24 - Power of Attorney
/s/ Lee J. Brunz, Power of Attorney 03/18/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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EXHIBIT 24
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints each of the following employees of CDK Global, Inc., a Delaware corporation (the “Company”):
(i)
Brian M. Krzanich
(ii)
Joseph A. Tautges, and
(iii)
Lee J. Brunz

signing singly, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of the Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such forms or amendments with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing, which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the earliest to occur of: (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company or (b) revocation by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Power of Attorney revokes all other powers of attorney that the undersigned has previously granted concerning the matters described herein.
[Signature page to follow.]
 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8th day of March, 2019.
 
 
/s/ Scott W. Herbers
 
 
By: Scott W. Herbers
 


 
 
 
[Signature Page to Power of Attorney re Section 16]