SEC Form 4
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). |
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) 02/28/2024 | ||||||||||||||||||||||||||
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 | 02/28/2024 | F | 840(1) | D | $71.05 | 19,464 | D | |||
Common Stock | 02/28/2024 | F | 219(2) | D | $71.05 | 19,245(3) | D |
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) | $17.58 | (4) | 12/08/2025 | Common Stock | 500 | 500 | D | ||||||||
Option (right to buy) | $16.82 | (4) | 12/31/2026 | Common Stock | 1,125 | 1,125 | D | ||||||||
Option (right to buy) | $19.04 | (4) | 12/20/2027 | Common Stock | 5,000 | 5,000 | D | ||||||||
Option (right to buy) | $22 | (4) | 04/25/2028 | Common Stock | 32,610 | 32,610 | D | ||||||||
Option (right to buy) | $44.91 | (4) | 02/08/2029 | Common Stock | 712 | 712 | D | ||||||||
Option (right to buy) | $49.93 | (4) | 03/20/2029 | Common Stock | 8,396 | 8,396 | D | ||||||||
Option (right to buy) | $65.26 | (5) | 05/08/2030 | Common Stock | 14,299 | 14,299 | D | ||||||||
Performance Units | (6) | (6) | 03/08/2031 | Common Stock | 824 | 824 | D | ||||||||
Performance Units | (7) | (7) | 02/24/2032 | Common Stock | 1,176 | 1,176 | D |
Explanation of Responses: |
1. In connection with the vesting of 2,742 shares of common stock of the Issuer ("Common Stock") on February 28, 2024, subject to a restricted stock unit ("RSU") award granted on February 28, 2023, 840 shares of Common Stock were forfeited to pay withholding taxes as required pursuant to the terms of the RSU award agreement and 1,902 shares of Common Stock were issued to the reporting person. |
2. In connection with the vesting of 713 shares of Common Stock on February 28, 2024, subject to a performance stock unit ("PSU") award granted on February 28, 2023, 219 shares of Common Stock were forfeited to pay withholding taxes as required pursuant to the terms of the PSU award agreement and 494 shares of Common Stock were issued to the reporting person. |
3. Includes (i) 11,524 shares of Common Stock, (ii) shares of Common Stock issuable pursuant to 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 February 24, 2025; and (iv) 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. |
4. Fully vested and exercisable. |
5. 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. |
6. 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. |
7. 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 February 24, 2025. |
Remarks: |
For Jeffrey Jacobs, pursuant to the Power of Attorney previously filed. |
/s/ William E. McDonald, attorney-in-fact | 03/01/2024 | |
** 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. |