Head of Acct & Fin Reporting Jacobs Jeffrey Scott sold $40,747 worth of shares (643 units at $63.37) and exercised 500 shares at a strike of $17.58, decreasing direct ownership by 0.42% to 34,074 units (SEC Form 4)
$DAY
Computer Software: Prepackaged Software
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Dayforce, Inc. [ DAY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/15/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 10/15/2024 | S | 143(1) | D | $63.37 | 34,074 | D | |||
| Common Stock | 10/15/2024 | M | 500(1) | A | $17.58 | 34,574 | D | |||
| Common Stock | 10/15/2024 | S | 500(1) | D | $63.37 | 34,074(2) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | (3) | 12/31/2026 | Common Stock | 1,125 | 1,125 | D | ||||||||
| Option (right to buy) | $19.04 | (3) | 12/20/2027 | Common Stock | 5,000 | 5,000 | D | ||||||||
| Option (right to buy) | $22 | (3) | 04/25/2028 | Common Stock | 32,610 | 32,610 | D | ||||||||
| Option (right to buy) | $44.91 | (3) | 02/08/2029 | Common Stock | 712 | 712 | D | ||||||||
| Option (right to buy) | $49.93 | (3) | 03/20/2029 | Common Stock | 8,396 | 8,396 | D | ||||||||
| Option (right to buy) | $65.26 | (3) | 05/08/2030 | Common Stock | 14,299 | 14,299 | D | ||||||||
| Performance Units | (4) | (4) | 02/24/2032 | Common Stock | 1,176 | 1,176 | D | ||||||||
| Performance Units | (5) | (5) | 03/01/2034 | Common Stock | 1,096 | 1,096 | D | ||||||||
| Option (right to buy) | $17.58 | 10/15/2024 | M | 500(1) | (3) | 12/08/2025 | Common Stock | 500 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan, adopted by the Reporting Person on February 22, 2023, and modified on June 18, 2024. |
| 2. Includes (i) 12,525 shares of common stock ("Common Stock") of Dayforce, Inc. (the "Company"), (ii) 1,412 shares of Common Stock issuable pursuant to restricted stock units ("RSU"), granted on February 24, 2022, of which 1,412 shares vest on February 24, 2025; (iii) 5,485 shares of Common Stock issuable pursuant to RSUs, granted on February 28, 2023, of which 2,742 shares vest on February 28, 2025, and 2,743 shares vest on February 28, 2026; and (iv) 14,652 shares of Common Stock issuable pursuant to RSUs, granted on March 1, 2024, of which 4,884 shares vest on each of March 1, 2025, March 1, 2026, and March 1, 2027. |
| 3. Fully vested and exercisable. |
| 4. Given the Company's performance in 2022 and pursuant to the terms of the performance stock unit ("PSU") agreement, each PSU granted on February 24, 2022 will convert into 1 share of Common Stock upon vesting. The vesting of 1,176 PSUs occurs on February 24, 2025. |
| 5. 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 2024 Management Incentive Plan ("2024 MIP") are satisfied. The number of PSUs reported in Table II reflects achievement at the target level of performance under the 2024 MIP. Based on actual results during the fiscal year ended December 31, 2024, the aggregate number of shares of Common Stock issued may range from zero shares to 167% of the target number of shares reported in 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 2024 MIP for the individual and (ii) the one-year anniversary of the date of grant. |
| Remarks: |
| For Jeffrey Jacobs, pursuant to the Power of Attorney previously filed. |
| /s/ William E. McDonald, attorney-in-fact | 10/17/2024 | |
| ** 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 4 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||