| 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). | |||||||||||||||||
| 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) 02/05/2024 | ||||||||||||||||||||||||||
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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 | 691,963(1)(2) | D | ||||||||
| Common Stock | 229,085(3) | I | See Note(3) | |||||||
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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 | ||||||||
| Performance Units | (4) | 02/05/2024 | M | 0 | (4) | 02/28/2033 | Common Stock | 5,088 | $0 | 5,088 | D | ||||
| Performance Units | (5)(6) | 02/05/2024 | M | 0 | (5)(6) | 02/28/2033 | Common Stock | 64,276 | $0 | 64,276(7) | D | ||||
| Exchangeable Shares(8) | (8) | (8) | (8) | Common Stock | 8,328 | 8,328 | D | ||||||||
| Exchangeable Shares(8) | (8) | (8) | (8) | Common Stock | 1,860,902 | 1,860,902 | I | See Note(9) | |||||||
| Option (right to buy) | $22 | (10) | 04/25/2028 | Common Stock | 858,697 | 858,697 | D | ||||||||
| Option (right to buy) | $44.91 | (10) | 02/08/2029 | Common Stock | 10,390 | 10,390 | D | ||||||||
| Option (right to buy) | $49.93 | (10) | 03/20/2029 | Common Stock | 1,750,000 | 1,750,000 | D | ||||||||
| Option (right to buy) | $65.26 | (11)(12) | 05/08/2030 | Common Stock | 1,500,000 | 1,500,000 | D | ||||||||
| Option (right to buy) | $65.26 | (13) | 05/08/2030 | Common Stock | 321,734 | 321,734 | D | ||||||||
| Option (right to buy) | $80.95 | (14) | 03/08/2031 | Common Stock | 226,931 | 226,931 | D | ||||||||
| Performance Units | (15) | (15) | 03/08/2031 | Common Stock | 4,942 | 4,942 | D | ||||||||
| Performance Units | (16) | (16) | 03/08/2031 | Common Stock | 27,794 | 27,794 | D | ||||||||
| Performance Units | (17) | (17) | 02/24/2032 | Common Stock | 4,705 | 4,705 | D | ||||||||
| Performance Units | (18) | (18) | 02/24/2032 | Common Stock | 52,922 | 52,922 | D | ||||||||
| Performance Units | (19) | (19) | 02/28/2033 | Common Stock | 27,423 | 27,423 | D | ||||||||
| Explanation of Responses: |
| 1. Includes 22,267 shares of common stock of the Company ("Common Stock"), and, subject to forfeiture should the recipient fails to make an election to convert to shares prior to the ten year anniversary of the grant date, (i) 500,000 restricted stock units ("RSUs") granted on March 20, 2017, that are issuable as shares of Common Stock at the election of the recipient; (ii) 3,129 RSUs granted on February 28, 2020, that are issuable as shares of Common Stock at the election of the recipient, (iii) 34,477 RSUs granted on May 8, 2020, that are issuable as shares of Common Stock at the election of the recipient, (iv) of the 63,532 RSUs granted on February 24, 2022, 21,177 shares of Common Stock are issuable at the election of the recipient, 21,177 RSUs vest and become issuable at the election of the recipient on February 24, 2024, and 21,178 RSUs vest and become issuable at the election of the recipient on February 24, 2025. |
| 2. Includes, subject to forfeiture should the recipient fail to make an election to convert to shares prior to the ten year anniversary of the grant date, (i) shares of Common Stock issuable pursuant to RSUs, granted on February 28, 2023, of which 22,852 RSUs vest and become issuable at the election of the recipient on February 28, 2024, and 22,853 RSUs vest and become issuable at the election of the recipient on each of February 28, 2025, and February 28, 2026. |
| 3. Indirectly owned through OsFund Inc. The Reporting Person disclaims beneficial ownership except to the extent of the Reporting Person's pecuniary interest. |
| 4. 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. The Reporting Person has until February 28, 2033 to elect to convert any or all of the vested PSUs into shares of Common Stock. |
| 5. On February 28, 2023, the Reporting Person was granted PSUs subject to the terms of the PSU award agreement, 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. |
| 6. In addition to the PSUs vesting on February 28, 2024, 22,853 PSUs will vest on each of February 28, 2025 and February 28, 2026, subject to the certification of the achievement of performance-based criteria by the Compensation Committee or the Board of Directors of the Company, and adjusted to reflect actual results during each of the preceding periods beginning on January 1 and ending December 31. The Reporting Person has until February 28, 2033 to elect to convert any or all of the vested PSUs into shares of Common Stock. |
| 7. 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 are satisfied annually over a three year period. The number of PSUs reported in column 9 of Table II reflects achievement at the target level of performance under the PSU award agreement. Based on actual results during each of the preceding period beginning on January 1 and ending December 31, the aggregate number of shares of Common Stock issued may range from zero shares to 167% of the target number of shares reported in column 9 of Table II. The PSUs will only vest if the achievement of one or more of the annual performance metrics under the PSU award agreement is certified to have been met by the Compensation Committee or the Board of Directors of the Company for the prior period, and then any such certified amount will vest on the anniversary of the date of grant. |
| 8. Represents exchangeable shares of Ceridian AcquisitionCo ULC, a wholly owned subsidiary of the Issuer, that are exchangeable at the option of the holder for shares of common stock of the Issuer. Each exchangeable share is convertible into one share of common stock of the Issuer, subject to adjustment. The exchangeable shares are currently exercisable and have no expiration date. |
| 9. Indirectly owned through Osscer Inc. The Reporting Person disclaims beneficial ownership except to the extent of the Reporting Person's pecuniary interest. |
| 10. Fully vested and exercisable. |
| 11. The vesting conditions for this award are based on the Issuer's performance on the New York Stock Exchange ("NYSE") with (i) 750,000 shares available to vest when the Issuer's per share closing price on the NYSE meets or exceeds $110.94, or 1.7 times the exercise price, for ten consecutive trading days ("Performance Metric #1") and (ii) the remaining 750,000 shares are available to vest when the Issuer's per share closing price on the NYSE meets or exceeds $130.52, or 2.0 times the exercise price, for ten consecutive trading days ("Performance Metric #2", collectively with Performance Metric #1, the "Performance Metrics"). The vesting conditions of the Performance Metrics must be achieved prior to May 8, 2025, or any unvested portion of the award will terminate. Further, no portion of the award will vest and become exercisable until May 8, 2023, the third anniversary of the date of grant (the "Time-Based Metric"). |
| 12. The shares underlying Performance Metric #1, which was achieved on October 6, 2021, are vested and exercisable as of May 8, 2023. If Performance Metric #2 has not been achieved prior to May 8, 2025, the unvested portion of the award will terminate. |
| 13. Consists of 241,300 vested and exercisable options as of May 8, 2023, and 80,434 options that vest and become exercisable on May 8, 2024. |
| 14. Consists of 113,465 vested and exercisable options as of March 8, 2023, and 56,733 options that vest and become exercisable on each of March 8, 2024 and March 8, 2025. |
| 15. The vesting of 4,942 PSU occurred on March 8, 2022, and the recipient has until March 8, 2031 to elect to convert any or all of the vested PSUs into shares of Common Stock. |
| 16. The vesting of 9,264 PSUs occurred on March 8, 2022 and the vesting of 9,265 PSUs occurred on March 8, 2023, and the recipient has until March 8, 2031 to elect to convert any or all of the vested PSUs into shares of Common Stock. The vesting of 9,265 PSUs occurs on March 8, 2024. |
| 17. The vesting of 4,705 PSUs occurred on February 24, 2023, and the recipient has until February 24, 2032 to elect to convert any or all of the vested PSUs into shares of Common Stock. |
| 18. The vesting of 17,640 PSUs occurred on February 24, 2023, and the recipient has until February 24, 2032 to elect to convert any or all of the vested PSUs into shares of Common Stock. The vesting of 17,641 PSUs occurs on each of February 24, 2024, and February 24, 2025. |
| 19. Each PSU represents a contingent right to receive shares of Common Stock based upon the degree to which the performance metric contained in the PSU award agreement is satisfied. The number of PSUs reported in columns 7 and 9 of Table II reflects achievement at the target level of performance under the PSU award agreement. Based on actual results during the period beginning January 1, 2023, and ending December 31, 2025, the aggregate number of shares of Common Stock issued may range from zero shares to 200% of the target number of shares reported in columns 7 and 9 of Table II. The PSUs will only vest if the achievement of the performance metric under the PSU award 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 on February 28, 2026. |
| 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. | ||