William E. McDonald - Aug 6, 2024 Form 4 Insider Report for Dayforce, Inc. (DAY)

Role
EVP, CLO, & Secretary
Signature
/s/ William E. McDonald
Stock symbol
DAY
Transactions as of
Aug 6, 2024
Transactions value $
-$19,474
Form type
4
Date filed
8/8/2024, 04:19 PM
Previous filing
May 22, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DAY Common Stock Tax liability -$19.5K -371 -0.5% $52.49 73.2K Aug 6, 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
holding DAY Options (Right to Purchase) 33.4K Aug 6, 2024 Common Stock 33.4K $22.00 Direct F3
holding DAY Options (Right to Purchase) 28.6K Aug 6, 2024 Common Stock 28.6K $49.93 Direct F3
holding DAY Options (Right to Purchase) 14.3K Aug 6, 2024 Common Stock 14.3K $65.26 Direct F3
holding DAY Performance Units 4.11K Aug 6, 2024 Common Stock 4.11K Direct F4
holding DAY Performance Units 9.14K Aug 6, 2024 Common Stock 9.14K Direct F5
holding DAY Performance Units 3.92K Aug 6, 2024 Common Stock 3.92K Direct F6
holding DAY Performance Units 2.66K Aug 6, 2024 Common Stock 2.66K Direct F7
holding DAY Performance Units 22K Aug 6, 2024 Common Stock 22K Direct F8
holding DAY Performance Units 2.2K Aug 6, 2024 Common Stock 2.2K Direct F9
holding DAY Performance Units 4.4K Aug 6, 2024 Common Stock 4.4K Direct F10
* 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 813 shares of common stock ("Common Stock") of Dayforce, Inc. (the "Company") on August 6, 2024, subject to a restricted stock unit ("RSU") award granted on August 6, 2021, 371 shares of Common Stock were forfeited to pay withholding taxes as required pursuant to the terms of the RSU award agreement and 442 shares of Common Stock were issued to the reporting person.
F2 Includes (i) 37,341 shares of Common Stock, which includes 152 shares acquired under the Dayforce, Inc. Global Employee Stock Purchase Plan ("GESPP") on June 30, 2024, (ii) 4,706 shares of Common Stock issuable pursuant to RSUs, granted on February 24, 2022, of which 4,706 shares vest on February 24, 2025; (iii) 9,141 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 (iv) 21,978 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 Fully vested and exercisable.
F4 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.
F5 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.
F6 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.
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 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.
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 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.
F9 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.
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 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.