Filing Details

Accession Number:
0000950170-24-121493
Form Type:
4
Zero Holdings:
No
Publication Time:
2024-11-05 16:17:24
Reporting Period:
2024-11-01
Accepted Time:
2024-11-05 16:17:24
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1725057 Dayforce Inc. DAY () 4
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1722522 H. Stephen Holdridge C/O Dayforce, Inc.
3311 East Old Shakopee Road
Minneapolis MN 55425
President, Coo No No No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Disposition 2024-11-01 1,000 $72.50 97,437 No 4 S Direct
Common Stock Disposition 2024-11-01 1,000 $75.00 96,437 No 4 S Direct
Common Stock Acquisiton 2024-11-01 26,585 $0.00 123,022 No 4 A Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 S Direct
No 4 S Direct
No 4 A Direct
Reported Derivative Holdings
Sec. Name Sec. Type Price Date Expiration Date Amount Remaning Holdings Nature of Ownership
Common Stock Option (right to buy) $70.73 2030-02-28 65,547 65,547 Direct
Common Stock Performance Units $0.00 2033-02-28 8,227 8,227 Direct
Common Stock Performance Units $0.00 2033-02-28 18,282 18,282 Direct
Common Stock Performance Units $0.00 2032-02-24 5,880 5,880 Direct
Common Stock Performance Units $0.00 2034-03-01 4,191 4,191 Direct
Common Stock Performance Units $0.00 2034-03-01 36,630 36,630 Direct
Common Stock Performance Units $0.00 2034-03-01 3,663 3,663 Direct
Common Stock Performance Units $0.00 2034-03-01 10,989 10,989 Direct
Expiration Date Amount Remaning Holdings Nature of Ownership
2030-02-28 65,547 65,547 Direct
2033-02-28 8,227 8,227 Direct
2033-02-28 18,282 18,282 Direct
2032-02-24 5,880 5,880 Direct
2034-03-01 4,191 4,191 Direct
2034-03-01 36,630 36,630 Direct
2034-03-01 3,663 3,663 Direct
2034-03-01 10,989 10,989 Direct
Footnotes
  1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan, adopted by the Reporting Person on May 7, 2024.
  2. 26,585 shares of common stock ("Common Stock") of Dayforce, Inc. (the "Company") that are issuable pursuant to restricted stock units ("RSUs"), granted on November 1, 2024, that vest in three annual installments beginning on November 1, 2025.
  3. Includes (i) 34,466 shares of Common Stock, (ii) 7,059 shares of Common Stock issuable pursuant to restricted stock units ("RSU"), granted on February 24, 2022, of which 7,059 shares vest on February 24, 2025; (iii) 18,282 shares of Common Stock issuable pursuant to RSUs, granted on February 28, 2023, of which 9,141 shares vest on each of February 28, 2025 and February 28, 2026; (iv) 36,630 shares of Common Stock issuable pursuant to RSUs, granted on March 1, 2024, of which 12,210 shares vest on each of March 1, 2025, March 1, 2026, and March 1, 2027; and (v) 26,585 shares of Common Stock issuable pursuant to RSUs, granted on November 1, 2024, of which 8,861 shares vest on November 1, 2025, and 8,862 shares vest on each of November 1, 2026 and November 1, 2027.
  4. Fully vested and exercisable.
  5. Each performance stock unit ("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 ("PSU Agreement") is satisfied. The number of PSUs reported in Table II reflects achievement at the target level of performance under the PSU 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 Table II. The PSUs will only vest if the achievement of the performance metric under the PSU 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.
  6. 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 Agreement are satisfied annually over a three-year period. The number of PSUs reported in Table II reflects achievement at the target level of performance under the PSU Agreement. Based on actual results during each of the preceding periods 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 Table II. The PSUs will only vest if the achievement of one or more of the annual performance metrics under the PSU 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.
  7. Given the Company's performance in 2022 and pursuant to the terms of the PSU Agreement, each PSU granted on February 24, 2022 will convert into 1 share of Common Stock upon vesting. The vesting of 5,880 PSUs occurs on February 24, 2025.
  8. 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.
  9. 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 Agreement are satisfied annually over a three-year period. The number of PSUs reported in Table II reflects achievement at the target level of performance under the PSU Agreement. Based on actual results during each of the preceding periods 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 Table II. The PSUs will only vest if the achievement of one or more of the annual performance metrics under the PSU 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.
  10. 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 Agreement is satisfied. The number of PSUs reported in Table II reflects achievement at the target level of performance under the PSU Agreement. Based on actual results during the period beginning January 1, 2024 and ending December 31, 2026, the aggregate number of shares of Common Stock issued may range from zero shares to 200% of the target number of shares reported in Table II. The PSUs will only vest if the achievement of the performance metric under the PSU 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 March 1, 2027.
  11. 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 Agreement is satisfied. The number of PSUs reported in Table II reflects achievement at the target level of performance under the PSU Agreement. 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 110% 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 the performance metric has been met under the PSU Agreement and (ii) the one-year anniversary of the date of grant.