Jeffrey Scott Jacobs - Mar 8, 2024 Form 4 Insider Report for Dayforce, Inc. (DAY)

Role
Head of Acct & Fin Reporting
Signature
/s/ William E. McDonald, attorney-in-fact
Stock symbol
DAY
Transactions as of
Mar 8, 2024
Transactions value $
-$33,862
Form type
4
Date filed
3/12/2024, 04:13 PM
Previous filing
Mar 5, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % Price $ Shares After Date Ownership Footnotes
transaction DAY Common Stock Tax liability -$16.9 K -253 -0.75% $66.92 33.6 K Mar 8, 2024 Direct F1
transaction DAY Common Stock Options Exercise +824 +2.45% 34.5 K Mar 8, 2024 Direct F2
transaction DAY Common Stock Tax liability -$16.9 K -253 -0.73% $66.92 34.2 K Mar 8, 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 -824 -100% $0.00 0 Mar 8, 2024 Common Stock 824 Direct F2
holding DAY Option (right to buy) 500 Mar 8, 2024 Common Stock 500 $17.58 Direct F5
holding DAY Option (right to buy) 1.13 K Mar 8, 2024 Common Stock 1.13 K $16.82 Direct F5
holding DAY Option (right to buy) 5 K Mar 8, 2024 Common Stock 5 K $19.04 Direct F5
holding DAY Option (right to buy) 32.6 K Mar 8, 2024 Common Stock 32.6 K $22.00 Direct F5
holding DAY Option (right to buy) 712 Mar 8, 2024 Common Stock 712 $44.91 Direct F5
holding DAY Option (right to buy) 8.4 K Mar 8, 2024 Common Stock 8.4 K $49.93 Direct F5
holding DAY Option (right to buy) 14.3 K Mar 8, 2024 Common Stock 14.3 K $65.26 Direct F6
holding DAY Performance Units 1.18 K Mar 8, 2024 Common Stock 1.18 K Direct F7
holding DAY Performance Units 1.1 K Mar 8, 2024 Common Stock 1.1 K Direct F8

Explanation of Responses:

Id Content
F1 In connection with the vesting of 824 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, 253 shares of Common Stock were forfeited to pay withholding taxes as required pursuant to the terms of the RSU award agreement and 571 shares of Common Stock were issued to the reporting person.
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 824 PSUs occurred on March 8, 2024.
F3 In connection with the vesting of 824 shares of Common Stock on March 8, 2024, subject to a PSU award granted on March 8, 2021, 253 shares of Common Stock were forfeited to pay withholding taxes as required pursuant to the terms of the PSU Agreement and 571 shares of Common Stock were issued to the reporting person.
F4 Includes (i) 12,666 shares of Common Stock, (ii) shares of Common Stock issuable pursuant to RSUs, granted on February 24, 2022, of which 1,412 shares vest on February 24, 2025; (iii) 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; and (iv) shares of Common Stock issuable pursuant to RSUs, granted on March 1, 2024, of which 4,884 shares vest on each of March 1, 2025, March 1, 2026, and March 1, 2027.
F5 Fully vested and exercisable.
F6 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.
F7 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 1,176 PSUs occurs on February 24, 2025.
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 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.

Remarks:

For Jeffrey Jacobs, pursuant to the Power of Attorney previously filed.