Jeffrey Scott Jacobs - Oct 1, 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
Oct 1, 2024
Transactions value $
-$22,974
Form type
4
Date filed
10/3/2024, 04:21 PM
Previous filing
Mar 12, 2024
Next filing
Oct 17, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DAY Common Stock Sale -$23K -376 -1.09% $61.10 34.2K Oct 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
holding DAY Option (right to buy) 500 Oct 1, 2024 Common Stock 500 $17.58 Direct F3
holding DAY Option (right to buy) 1.13K Oct 1, 2024 Common Stock 1.13K $16.82 Direct F3
holding DAY Option (right to buy) 5K Oct 1, 2024 Common Stock 5K $19.04 Direct F3
holding DAY Option (right to buy) 32.6K Oct 1, 2024 Common Stock 32.6K $22.00 Direct F3
holding DAY Option (right to buy) 712 Oct 1, 2024 Common Stock 712 $44.91 Direct F3
holding DAY Option (right to buy) 8.4K Oct 1, 2024 Common Stock 8.4K $49.93 Direct F3
holding DAY Option (right to buy) 14.3K Oct 1, 2024 Common Stock 14.3K $65.26 Direct F3
holding DAY Performance Units 1.18K Oct 1, 2024 Common Stock 1.18K Direct F4
holding DAY Performance Units 1.1K Oct 1, 2024 Common Stock 1.1K Direct F5
* 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 February 22, 2023, and modified on June 18, 2024.
F2 Includes (i) 12,668 shares of common stock ("Common Stock") of the Company, which includes 139, 218, and 21 shares acquired under the Dayforce, Inc. Global Employee Stock Purchase Plan ("GESPP") on March 31, 2024, June 30, 2024, and September 30, 2024, respectively, (ii) 1,412 shares of Common Stock issuable pursuant to restricted stock unit ("RSU"), granted on February 24, 2022, of which 1,412 shares vest on February 24, 2025; (iii) 5,485 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) 14,652 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.
F3 Fully vested and exercisable.
F4 Given the Company's performance in 2022 and pursuant to the terms of the performance stock unit ("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.
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 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.