Jacobs Jeffrey Scott converted options into 713 shares, increasing direct ownership by 4% to 20,004 units (SEC Form 4)
$CDAY
EDP Services
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 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
Dayforce, Inc. [ DAY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 02/05/2024 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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 | 02/05/2024 | M | 713 | A | (1) | 20,004(2) | D | |||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | ||||||||
| Performance Units | (1) | 02/05/2024 | M | 713 | (1) | 02/28/2033 | Common Stock | 713 | $0 | 0 | D | ||||
| Option (right to buy) | $17.58 | (3) | 12/08/2025 | Common Stock | 500 | 500 | D | ||||||||
| 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 | (4) | 05/08/2030 | Common Stock | 14,299 | 14,299 | D | ||||||||
| Performance Units | (5) | (5) | 03/08/2031 | Common Stock | 824 | 824 | D | ||||||||
| Performance Units | (6) | (6) | 02/24/2032 | Common Stock | 2,352 | 2,352 | D | ||||||||
| Explanation of Responses: |
| 1. On February 28, 2023, the Reporting Person was granted performance stock units ("PSUs") subject to the Company's 2023 Management Incentive Plan, the vesting of which was subject to both performance-based and service-based criteria. The number of shares reported represents the number of PSUs that were earned as a result of the achievement of such performance criteria. Such earned PSUs will vest as to service on February 28, 2024, subject to the Reporting Person remaining in continuous Service (as defined in the Company's 2018 Equity Incentive Plan) of the Company as of such date. |
| 2. Includes (i) 7,416 shares of common stock of the Company ("Common Stock"), which includes 126 shares acquired under the Dayforce, Inc. Global Employee Stock Purchase Plan ("GESPP") on June 30, 2023 and 136 shares acquired under the GESPP on September 30, 2023, (ii) shares of Common Stock that are issuable pursuant to restricted stock units ("RSUs"), granted on March 8, 2021, of which 824 shares vest on March 8, 2024; (iii) shares of Common Stock issuable pursuant to RSUs, granted on February 24, 2022, of which 1,412 shares vest on each of February 24, 2024 and February 24, 2025; (iv) shares of Common Stock issuable pursuant to RSUs, granted on February 28, 2023, of which 2,742 shares vest on each of February 28, 2024 and February 28, 2025, and 2,743 shares vest on February 28, 2026; and (v) shares of Common Stock issuable pursuant to PSUs, granted on February 28, 2023, of which 713 shares vest on February 28, 2024. |
| 3. Fully vested and exercisable. |
| 4. Consists of 10,724 vested and exercisable options as of May 8, 2023, and 3,575 options that vest and become exercisable on May 8, 2024. |
| 5. Given the Company's performance in 2021 and pursuant to the terms of the PSU award agreement, each PSU granted on March 8, 2021 will convert into 1 share of Common Stock upon vesting. The vesting of 824 PSUs occurs on March 8, 2024. |
| 6. Given the Company's performance in 2022 and pursuant to the terms of the PSU award 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 each of February 24, 2024 and February 24, 2025. |
| Remarks: |
| Exhibit List 24. Power of Attorney |
| /s/ William E. McDonald, attorney-in-fact | 02/07/2024 | |
| ** 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. | ||