Samer Alkharrat - Mar 1, 2024 Form 4 Insider Report for Dayforce, Inc. (DAY)

Role
EVP, Chief Revenue Officer
Signature
/s/ William E. McDonald, attorney-in-fact
Stock symbol
DAY
Transactions as of
Mar 1, 2024
Transactions value $
$0
Form type
4
Date filed
3/5/2024, 04:11 PM
Previous filing
Jun 13, 2023
Next filing
Jun 11, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DAY Common Stock Award $0 +22K +27.8% $0.00 101K Mar 1, 2024 Direct F1, F2

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 Award $0 +1.21K $0.00 1.21K Mar 1, 2024 Common Stock 1.21K Direct F3
transaction DAY Performance Units Award $0 +22K $0.00 22K Mar 1, 2024 Common Stock 22K Direct F4
transaction DAY Performance Units Award $0 +14.7K $0.00 14.7K Mar 1, 2024 Common Stock 14.7K Direct F5
transaction DAY Performance Units Award $0 +7.33K $0.00 7.33K Mar 1, 2024 Common Stock 7.33K Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 21,978 shares that are issuable pursuant to restricted stock units ("RSUs"), granted on March 1, 2024, that vest in three annual installments beginning on March 1, 2025.
F2 Includes: (i) 242 shares of common stock of the Issuer ("Common Stock") acquired under the Dayforce, Inc. Global Employee Stock Purchase Plan ("GESPP") on December 31, 2023; (ii) 78,814 shares that are issuable pursuant to RSUs, granted on June 9, 2023, that vest in three annual installments beginning on June 9, 2024; and (iii) 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.
F3 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.
F4 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.
F5 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 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 one-third on each anniversary of the date of grant.
F6 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 Samer Alkharrat, pursuant to the Power of Attorney previously filed.