Stephen H. Holdridge - Mar 8, 2024 Form 4 Insider Report for Dayforce, Inc. (DAY)

Role
President Customer&Revenue Ops
Signature
/s/ William E. McDonald, attorney-in-fact
Stock symbol
DAY
Transactions as of
Mar 8, 2024
Transactions value $
-$186,439
Form type
4
Date filed
3/12/2024, 04:11 PM
Previous filing
Mar 5, 2024
Next filing
Aug 19, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DAY Common Stock Tax liability -$93.2K -1.39K -1.34% $66.92* 102K Mar 8, 2024 Direct F1
transaction DAY Common Stock Options Exercise +3.09K +3.02% 105K Mar 8, 2024 Direct F2
transaction DAY Common Stock Tax liability -$93.2K -1.39K -1.32% $66.92* 104K 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 -3.09K -100% $0.00* 0 Mar 8, 2024 Common Stock 3.09K Direct F2
holding DAY Option (right to buy) 65.5K Mar 8, 2024 Common Stock 65.5K $70.73 Direct F5
holding DAY Performance Units 8.23K Mar 8, 2024 Common Stock 8.23K Direct F6
holding DAY Performance Units 18.3K Mar 8, 2024 Common Stock 18.3K Direct F7
holding DAY Performance Units 5.88K Mar 8, 2024 Common Stock 5.88K Direct F8
holding DAY Performance Units 4.19K Mar 8, 2024 Common Stock 4.19K Direct F9
holding DAY Performance Units 36.6K Mar 8, 2024 Common Stock 36.6K Direct F10
holding DAY Performance Units 3.66K Mar 8, 2024 Common Stock 3.66K Direct F11
holding DAY Performance Units 11K Mar 8, 2024 Common Stock 11K Direct F12
* 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 3,088 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, 1,393 shares of Common Stock were forfeited to pay withholding taxes as required pursuant to the terms of the RSU award agreement and 1,695 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 3,088 PSUs occurred on March 8, 2024.
F3 In connection with the vesting of 3,088 shares of Common Stock on March 8, 2024, subject to a PSU award granted on March 8, 2021, 1,393 shares of Common Stock were forfeited to pay withholding taxes as required pursuant to the terms of the PSU Agreement and 1,695 shares of Common Stock were issued to the reporting person.
F4 Includes (i) 42,088 shares of Common Stock of the Company, (ii) shares of Common Stock issuable pursuant to RSUs, granted on February 24, 2022, of which 7,059 shares vest on February 24, 2025; (iii) shares of Common Stock issuable pursuant to RSUs, granted on February 28, 2023, of which 9,141 shares vest on each of February 28, 2025 and February 28, 2026; and (iv) shares of Common Stock issuable pursuant to RSUs, granted on March 1, 2024, of which 12,210 shares vest on each of March 1, 2025, March 1, 2026, and March 1, 2027.
F5 Fully vested and exercisable.
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 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.
F7 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 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 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.
F8 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 5,880 PSUs occurs on February 24, 2025.
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 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.
F10 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.
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 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.
F12 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 Stephen Holdridge, pursuant to the Power of Attorney previously filed.