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McDonald William Everett – ‘4’ for 3/8/24 re: Dayforce, Inc.

On:  Tuesday, 3/12/24, at 4:21pm ET   ·   For:  3/8/24   ·   As:  Officer   ·   Accession #:  950170-24-29973   ·   File #:  1-38467

Previous ‘4’:  ‘4’ on 3/5/24 for 3/1/24   ·   Latest ‘4’:  This Filing

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/12/24  McDonald William Everett          4          Officer     1:24K  Dayforce, Inc.                    Donnelley … Solutions/FA

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML     23K 
                Securities by an Insider -- ownership.xml/5.8


        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
SEC Info℠ rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider
 

The SEC has not released XSLT Stylesheets needed to render this File’s XML Data as a Form.

This is our “Plain Text” rendering:
 
                                                                                                                                                                                
Ownership Document
 
Schema Version:  X0508
Document Type:  4
Period of Report:  3/8/24
Issuer:
Issuer CIK:  1725057
Issuer Name:  Dayforce, Inc.
Issuer Trading Symbol:  DAY
Reporting Owner:
Reporting Owner ID:
Owner CIK:  1866735
Owner Name:  McDonald William Everett
Reporting Owner Address:
Owner Street 1:  C/O DAYFORCE, INC.
Owner Street 2:  3311 EAST OLD SHAKOPEE ROAD
Owner City:  MINNEAPOLIS
Owner State:  MN
Owner ZIP Code:  55425
Owner State Description:
Reporting Owner Relationship:
Is Director?  No
Is Officer?  Yes
Is Ten Percent Owner?  No
Is Other?  No
Officer Title:  EVP, GC & Corporate Secretary
Aff 10b5 One?  No
Non-Derivative Table:
Non-Derivative Transaction:
Security Title:
Value:  Common Stock
Transaction Date:
Value:  3/8/24
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  F
Equity Swap Involved?  No
Transaction Amounts:
Transaction Shares:
Value:  705
Footnote ID:  F1
Transaction Price Per Share:
Value:  66.92
Transaction Acquired-Disposed Code:
Value:  D
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  72,320
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Non-Derivative Transaction:
Security Title:
Value:  Common Stock
Transaction Date:
Value:  3/8/24
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  M
Equity Swap Involved?  No
Transaction Amounts:
Transaction Shares:
Value:  1,544
Transaction Price Per Share:
Footnote ID:  F2
Transaction Acquired-Disposed Code:
Value:  A
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  73,864
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Non-Derivative Transaction:
Security Title:
Value:  Common Stock
Transaction Date:
Value:  3/8/24
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  F
Equity Swap Involved?  No
Transaction Amounts:
Transaction Shares:
Value:  705
Footnote ID:  F3
Transaction Price Per Share:
Value:  66.92
Transaction Acquired-Disposed Code:
Value:  D
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  73,159
Footnote ID:  F4
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Table:
Derivative Transaction:
Security Title:
Value:  Performance Units
Conversion or Exercise Price:
Footnote ID:  F2
Transaction Date:
Value:  3/8/24
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  M
Equity Swap Involved?  No
Transaction Amounts:
Transaction Shares:
Value:  1,544
Transaction Price Per Share:
Value:  0
Transaction Acquired-Disposed Code:
Value:  D
Exercise Date:
Footnote ID:  F2
Expiration Date:
Value:  3/8/31
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  1,544
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  0
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Holding:
Security Title:
Value:  Options (Right to Purchase)
Conversion or Exercise Price:
Value:  19.04
Exercise Date:
Footnote ID:  F5
Expiration Date:
Value:  12/20/27
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  3,750
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  3,750
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Holding:
Security Title:
Value:  Options (Right to Purchase)
Conversion or Exercise Price:
Value:  22.00
Exercise Date:
Footnote ID:  F5
Expiration Date:
Value:  4/25/28
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  34,674
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  34,674
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Holding:
Security Title:
Value:  Options (Right to Purchase)
Conversion or Exercise Price:
Value:  44.91
Exercise Date:
Footnote ID:  F5
Expiration Date:
Value:  2/8/29
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  995
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  995
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Holding:
Security Title:
Value:  Options (Right to Purchase)
Conversion or Exercise Price:
Value:  49.93
Exercise Date:
Footnote ID:  F5
Expiration Date:
Value:  3/20/29
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  28,626
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  28,626
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Holding:
Security Title:
Value:  Options (Right to Purchase)
Conversion or Exercise Price:
Value:  65.26
Exercise Date:
Footnote ID:  F6
Expiration Date:
Value:  5/8/30
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  14,299
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  14,299
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Holding:
Security Title:
Value:  Performance Units
Conversion or Exercise Price:
Footnote ID:  F7
Exercise Date:
Footnote ID:  F7
Expiration Date:
Value:  2/28/33
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  4,113
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  4,113
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Holding:
Security Title:
Value:  Performance Units
Conversion or Exercise Price:
Footnote ID:  F8
Exercise Date:
Footnote ID:  F8
Expiration Date:
Value:  2/28/33
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  9,141
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  9,141
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Holding:
Security Title:
Value:  Performance Units
Conversion or Exercise Price:
Footnote ID:  F9
Exercise Date:
Footnote ID:  F9
Expiration Date:
Value:  2/24/32
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  3,920
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  3,920
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Holding:
Security Title:
Value:  Performance Units
Conversion or Exercise Price:
Footnote ID:  F10
Exercise Date:
Footnote ID:  F10
Expiration Date:
Value:  3/1/34
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  2,660
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  2,660
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Holding:
Security Title:
Value:  Performance Units
Conversion or Exercise Price:
Footnote ID:  F11
Exercise Date:
Footnote ID:  F11
Expiration Date:
Value:  3/1/34
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  21,978
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  21,978
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Holding:
Security Title:
Value:  Performance Units
Conversion or Exercise Price:
Footnote ID:  F12
Exercise Date:
Footnote ID:  F12
Expiration Date:
Value:  3/1/34
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  2,197
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  2,197
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Holding:
Security Title:
Value:  Performance Units
Conversion or Exercise Price:
Footnote ID:  F13
Exercise Date:
Footnote ID:  F13
Expiration Date:
Value:  3/1/34
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  4,395
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  4,395
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Footnotes:
Footnote - F1:  In connection with the vesting of 1,544 shares of common stock of the Issuer ("Common Stock") on March 8, 2024, subject to a restricted stock unit ("RSU") award granted on March 8, 2021, 705 shares of Common Stock were forfeited to pay withholding taxes as required pursuant to the terms of the RSU award agreement and 839 shares of Common Stock were issued to the reporting person.
Footnote - F2:  Given the Company's performance in 2021 and pursuant to the terms of the performance stock unit ("PSU") award agreement ("PSU Agreement"), each PSU granted on March 8, 2021 will convert into 1 share of Common Stock upon vesting. The vesting of 1,544 PSUs occurred on March 8, 2024.
Footnote - F3:  In connection with the vesting of 1,544 shares of Common Stock on March 8, 2024, subject to a PSU award granted on March 8, 2021, 705 shares of Common Stock were forfeited to pay withholding taxes as required pursuant to the terms of the PSU Agreement and 839 shares of Common Stock were issued to the reporting person.
Footnote - F4:  Includes (i) 36,521 shares of Common Stock, (ii) shares of Common Stock issuable pursuant to RSUs, granted on August 6, 2021, of which 813 shares vest on August 6, 2024; (iii) shares of Common Stock issuable pursuant to RSUs, granted on February 24, 2022, of which 4,706 shares vest on February 24, 2025; (iv) shares of Common Stock issuable pursuant to RSUs, granted on February 28, 2023, of which 4,570 shares vest on February 28, 2025, and 4,571 shares vest on February 28, 2026; and (v) shares of Common Stock issuable pursuant to RSUs, granted on March 1, 2024, of which 7,326 shares vest on each of March 1, 2025, March 1, 2026, and March 1, 2027.
Footnote - F5:  Fully vested and exercisable.
Footnote - F6:  Consists of 10,724 options that are vested and exercisable as of May 8, 2023, and 3,575 options that vest and become exercisable on May 8, 2024.
Footnote - F7:  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, 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.
Footnote - F8:  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.
Footnote - F9:  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 3,920 PSUs occurs on February 24, 2025.
Footnote - F10:  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.
Footnote - F11:  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.
Footnote - F12:  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.
Footnote - F13:  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.
Owner Signature:
Signature Name:  /s/ William E. McDonald
Signature Date:  3/12/24


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