William E. McDonald - Feb 24, 2024 Form 4 Insider Report for Dayforce, Inc. (DAY)

Role
EVP, GC & Corporate Secretary
Signature
/s/ William E. McDonald
Stock symbol
DAY
Transactions as of
Feb 24, 2024
Transactions value $
-$192,834
Form type
4
Date filed
2/27/2024, 05:06 PM
Previous filing
Feb 7, 2024
Next filing
Mar 1, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DAY Common Stock Tax liability -$107K -1.5K -2.78% $71.42 52.4K Feb 24, 2024 Direct F1
transaction DAY Common Stock Options Exercise +3.92K +7.47% 56.4K Feb 24, 2024 Direct F2
transaction DAY Common Stock Tax liability -$85.7K -1.2K -2.13% $71.42 55.2K Feb 24, 2024 Direct F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction DAY Performance Units Options Exercise $0 -3.92K -50% $0.00 3.92K Feb 24, 2024 Common Stock 3.92K Direct F2
holding DAY Options (Right to Purchase) 3.75K Feb 24, 2024 Common Stock 3.75K $19.04 Direct F5
holding DAY Options (Right to Purchase) 34.7K Feb 24, 2024 Common Stock 34.7K $22.00 Direct F5
holding DAY Options (Right to Purchase) 995 Feb 24, 2024 Common Stock 995 $44.91 Direct F5
holding DAY Options (Right to Purchase) 28.6K Feb 24, 2024 Common Stock 28.6K $49.93 Direct F5
holding DAY Options (Right to Purchase) 14.3K Feb 24, 2024 Common Stock 14.3K $65.26 Direct F6
holding DAY Performance Units 1.54K Feb 24, 2024 Common Stock 1.54K Direct F7
holding DAY Performance Units 4.11K Feb 24, 2024 Common Stock 4.11K Direct F8
holding DAY Performance Units 9.14K Feb 24, 2024 Common Stock 9.14K Direct F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 In connection with the vesting of 4,706 shares of common stock of the Issuer ("Common Stock") on February 24, 2024, subject to an RSU award granted on February 24, 2022, 1,500 shares of Common Stock were forfeited to pay withholding taxes as required pursuant to the terms of the restricted stock unit ("RSU") award agreement and 3,206 shares of Common Stock were issued to the reporting person.
F2 Given the Company's performance in 2022 and pursuant to the terms of the performance stock unit ("PSU") award agreement, each PSU granted on February 24, 2022 will convert into 1 share of Common Stock upon vesting. The vesting of 3,920 PSUs occurred on February 24, 2024. The vesting of 3,920 PSUs occurs on February 24, 2025.
F3 In connection with the vesting of 3,920 shares of Common Stock on February 24, 2024, subject to a PSU award granted on February 24, 2022, 1,200 shares of Common Stock were forfeited to pay withholding taxes as required pursuant to the terms of the PSU award agreement and 2,720 shares of Common Stock were issued to the reporting person.
F4 Includes (i) 28,957 shares of Common Stock, (ii) shares of Common Stock issuable pursuant to restricted stock units ("RSUs"), granted on March 8, 2021, of which 1,544 shares vest on March 8, 2024; (iii) shares of Common Stock issuable pursuant to RSUs, granted on August 6, 2021, of which 813 shares vest on August 6, 2024; (iv) shares of Common Stock issuable pursuant to RSUs, granted on February 24, 2022, of which 4,706 shares vest on February 24, 2025; (v) shares of Common Stock issuable pursuant to RSUs, granted on February 28, 2023, of which 4,570 shares vest on each of February 28, 2024, February 28, 2025, and 4,571 shares vest on February 28, 2026; (vi) shares of Common Stock issuable pursuant to PSUs, granted on February 28, 2023, of which 1,718 shares vest on February 28, 2024; and (vii) shares of Common Stock issuable pursuant to PSUs, granted on February 28, 2023, of which 3,714 shares vest on February 28, 2024.
F5 Fully vested and exercisable.
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.
F7 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 1,544 PSUs occurs on March 8, 2024.
F8 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 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.
F9 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 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 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.