William E. McDonald - May 20, 2024 Form 4 Insider Report for Dayforce, Inc. (DAY)

Signature
/s/ William E. McDonald
Stock symbol
DAY
Transactions as of
May 20, 2024
Transactions value $
-$235,778
Form type
4
Date filed
5/22/2024, 04:15 PM
Previous filing
Mar 12, 2024
Next filing
Aug 8, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DAY Common Stock Options Exercise $71.4K +3.75K +5.11% $19.04* 77.1K May 20, 2024 Direct F1
transaction DAY Common Stock Options Exercise $27.5K +1.25K +1.62% $22.00* 78.4K May 20, 2024 Direct F1
transaction DAY Common Stock Options Exercise $44.7K +995 +1.27% $44.91* 79.4K May 20, 2024 Direct F1
transaction DAY Common Stock Sale -$379K -6K -7.55% $63.28* 73.4K May 20, 2024 Direct F1, F2, F3

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 Options (Right to Purchase) Options Exercise $0 -3.75K -100% $0.00* 0 May 20, 2024 Common Stock 3.75K $19.04 Direct F1, F4
transaction DAY Options (Right to Purchase) Options Exercise $0 -1.25K -3.61% $0.00 33.4K May 20, 2024 Common Stock 1.25K $22.00 Direct F1, F4
transaction DAY Options (Right to Purchase) Options Exercise $0 -995 -100% $0.00* 0 May 20, 2024 Common Stock 995 $44.91 Direct F1, F4
holding DAY Options (Right to Purchase) 28.6K May 20, 2024 Common Stock 28.6K $49.93 Direct F4
holding DAY Options (Right to Purchase) 14.3K May 20, 2024 Common Stock 14.3K $65.26 Direct F4
holding DAY Performance Units 4.11K May 20, 2024 Common Stock 4.11K Direct F5
holding DAY Performance Units 9.14K May 20, 2024 Common Stock 9.14K Direct F6
holding DAY Performance Units 3.92K May 20, 2024 Common Stock 3.92K Direct F7
holding DAY Performance Units 2.66K May 20, 2024 Common Stock 2.66K Direct F8
holding DAY Performance Units 22K May 20, 2024 Common Stock 22K Direct F9
holding DAY Performance Units 2.2K May 20, 2024 Common Stock 2.2K Direct F10
holding DAY Performance Units 4.4K May 20, 2024 Common Stock 4.4K Direct F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
F1 The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan, adopted by the Reporting Person on December 18, 2023.
F2 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.945 to $63.63 inclusive. The reporting person undertakes to provide Dayforce, Inc. (the "Company"), any security holder of the Company or the staff of the Securities and Exchange Commission (the "SEC") upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F3 Includes (i) 36,747 shares of common stock of the Company ("Common Stock"), which includes 226 shares acquired under the Dayforce, Inc. Global Employee Stock Purchase Plan ("GESPP") on March 31, 2024, (ii) shares of Common Stock issuable pursuant to restricted stock units ("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.
F4 Fully vested and exercisable.
F5 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.
F6 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.
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 3,920 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.
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 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.
F10 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.
F11 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.