Form 4 - Statement of changes in beneficial ownership of securities

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).

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^*

Ossip David D

(Last)

(First)

(Middle)

C/O DAYFORCE, INC.

3311 EAST OLD SHAKOPEE ROAD

(Street)

MINNEAPOLIS

55425

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Dayforce, Inc. [ DAY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/26/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/26/2024		M		858,697	A	$22	1,653,224	D
Common Stock	11/26/2024		S		858,697	D	$79.55	794,527⁽¹⁾⁽²⁾	D
Common Stock								229,085⁽³⁾	I	See Note⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (right to buy)	$22	11/26/2024		M			858,697	⁽⁴⁾	04/25/2028	Common Stock	858,697	$0	0	D
Exchangeable Shares⁽⁵⁾	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	8,328		8,328	D
Exchangeable Shares⁽⁵⁾	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	1,860,902		1,860,902	I	See Note⁽⁶⁾
Option (right to buy)	$44.91							⁽⁴⁾	02/08/2029	Common Stock	10,390		10,390	D
Option (right to buy)	$49.93							⁽⁴⁾	03/20/2029	Common Stock	1,750,000		1,750,000	D
Option (right to buy)	$65.26							⁽⁷⁾⁽⁸⁾	05/08/2030	Common Stock	1,500,000		1,500,000	D
Option (right to buy)	$65.26							⁽⁴⁾	05/08/2030	Common Stock	321,734		321,734	D
Option (right to buy)	$80.95							⁽⁹⁾	03/08/2031	Common Stock	226,931		226,931	D
Performance Units	⁽¹⁰⁾							⁽¹⁰⁾	03/08/2031	Common Stock	4,942		4,942	D
Performance Units	⁽¹¹⁾							⁽¹¹⁾	03/08/2031	Common Stock	27,794		27,794	D
Performance Units	⁽¹²⁾							⁽¹²⁾	02/24/2032	Common Stock	4,705		4,705	D
Performance Units	⁽¹³⁾							⁽¹³⁾	02/24/2032	Common Stock	52,922		52,922	D
Performance Units	⁽¹⁴⁾							⁽¹⁴⁾	02/28/2033	Common Stock	27,423		27,423	D
Performance Units	⁽¹⁵⁾							⁽¹⁵⁾	02/28/2033	Common Stock	5,088		5,088	D
Performance Units	⁽¹⁶⁾⁽¹⁷⁾							⁽¹⁶⁾⁽¹⁷⁾	02/28/2033	Common Stock	64,276		64,276	D
Performance Units	⁽¹⁸⁾							⁽¹⁸⁾	03/01/2034	Common Stock	6,447		6,447	D
Performance Units	⁽¹⁹⁾							⁽¹⁹⁾	03/01/2034	Common Stock	102,564		102,564	D
Performance Units	⁽²⁰⁾							⁽²⁰⁾	03/01/2034	Common Stock	29,304		29,304	D
Performance Units	⁽²¹⁾							⁽²¹⁾	03/01/2034	Common Stock	5,567		5,567	D

Explanation of Responses:

1. Includes 22,267 shares of common stock ("Common Stock") of Dayforce, Inc. (the "Company"), and, 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) 500,000 restricted stock units ("RSU") 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, 42,354 shares of Common Stock are issuable at the election of the recipient, 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) of the 68,558 RSUs granted on February 28, 2023, 22,852 shares of Common Stock are issuable at the election of the recipient, and 22,853 RSUs vest and become issuable at the election of the recipient on each of February 28, 2025 and February 28, 2026; and (ii) 102,546 shares of Common Stock issuable pursuant to RSUs, granted on March 1, 2024, of which 34,188 shares vest and become issuable at the election of the recipient on each of March 1, 2025, March 1, 2026, and March 1, 2027.

3. Indirectly owned through OsFund Inc. The Reporting Person disclaims beneficial ownership except to the extent of the Reporting Person's pecuniary interest.

4. Fully vested and exercisable.

5. Represents exchangeable shares of Ceridian AcquisitionCo ULC, a wholly owned subsidiary of the Company, that are exchangeable at the option of the holder for shares of common stock of the Company. Each exchangeable share is convertible into one share of common stock of the Company, subject to adjustment. The exchangeable shares are currently exercisable and have no expiration date.

6. Indirectly owned through Osscer Inc. The Reporting Person disclaims beneficial ownership except to the extent of the Reporting Person's pecuniary interest.

7. The vesting conditions for this award are based on the Company's performance on the New York Stock Exchange ("NYSE") with (i) 750,000 shares available to vest when the Company'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 Company'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").

8. 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.

9. Consists of 170,198 vested and exercisable options as of March 8, 2024, and 56,733 options that vest and become exercisable on March 8, 2025.

10. The vesting of 4,942 performance stock units ("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.

11. The vesting of 9,264 PSUs occurred on March 8, 2022, and the vesting of 9,265 PSUs occurred on each of March 8, 2023 and March 8, 2024, and the recipient has until March 8, 2031 to elect to convert any or all of the vested PSUs into shares of Common Stock.

12. 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.

13. The vesting of 17,640 PSUs occurred on February 24, 2023 and the vesting of 17,641 PSUs occurred on February 24, 2024, 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 February 24, 2025.

14. 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 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 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.

15. The vesting of 5,088 PSUs occurred on February 28, 2024, and the recipient has until February 28, 2033 to elect to convert any or all of the vested PSUs into shares of Common Stock.

16. The vesting of 18,570 PSUs occurred on February 28, 2024, and the recipient has until February 28, 2033 to elect to convert any or all of the vested PSUs into shares of Common Stock.

17. 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 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 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.

18. 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.

19. 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 ("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.

20. 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.

21. 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.

Remarks:

For David Ossip, pursuant to the Power of Attorney previously filed.

	/s/ William McDonald, attorney-in-fact	11/27/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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