0000897069-24-000785.txt : 20240326
0000897069-24-000785.hdr.sgml : 20240326
20240326164037
ACCESSION NUMBER: 0000897069-24-000785
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240322
FILED AS OF DATE: 20240326
DATE AS OF CHANGE: 20240326
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Armstrong Christopher R
CENTRAL INDEX KEY: 0001775448
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38467
FILM NUMBER: 24784255
MAIL ADDRESS:
STREET 1: C/O CERIDIAN HCM HOLDING INC.
STREET 2: 3311 EAST OLD SHAKOPEE ROAD
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55425
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Dayforce, Inc.
CENTRAL INDEX KEY: 0001725057
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
ORGANIZATION NAME: 06 Technology
IRS NUMBER: 463231686
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3311 EAST OLD SHAKOPEE ROAD
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55425
BUSINESS PHONE: 952-853-8100
MAIL ADDRESS:
STREET 1: 3311 EAST OLD SHAKOPEE ROAD
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55425
FORMER COMPANY:
FORMER CONFORMED NAME: Ceridian HCM Holding Inc.
DATE OF NAME CHANGE: 20171212
4
1
form4.xml
X0508
4
2024-03-22
0001725057
Dayforce, Inc.
DAY
0001775448
Armstrong Christopher R
C/O DAYFORCE, INC.
3311 EAST OLD SHAKOPEE ROAD
MINNEAPOLIS
MN
55425
true
EVP, Chief Operating Officer
true
Common Stock
2024-03-22
4
S
0
8096
68.88
D
151223
D
Common Stock
2024-03-22
4
S
0
1804
70.18
D
149419
D
Common Stock
2024-03-22
4
S
0
100
70.82
D
149319
D
Common Stock
2024-03-22
4
M
0
50000
44.91
A
199319
D
Common Stock
2024-03-22
4
S
0
40228
68.88
D
159091
D
Common Stock
2024-03-22
4
S
0
7298
70
D
151793
D
Common Stock
2024-03-22
4
S
0
2474
70.75
D
149319
D
Option (right to buy)
44.91
2024-03-22
4
M
0
50000
0
A
2029-02-08
Common Stock
50000
0
D
Option (right to buy)
44.91
2029-02-08
Common Stock
2301
2301
D
Option (right to buy)
65.26
2030-05-08
Common Stock
107244
107244
D
Performance Units
2033-02-28
Common Stock
8227
8227
D
Performance Units
2033-02-28
Common Stock
18282
18282
D
Performance Units
2032-02-24
Common Stock
5880
5880
D
Performance Units
2034-03-01
Common Stock
4223
4223
D
Performance Units
2034-03-01
Common Stock
36630
36630
D
Performance Units
2034-03-01
Common Stock
3663
3663
D
Performance Units
2034-03-01
Common Stock
10989
10989
D
The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan, adopted by the Reporting Person on September 19, 2023.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.45 to $69.23 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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.75 to $70.735 inclusive. The reporting person undertakes to provide the Company, any security holder of the Company or the staff of the SEC upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.45 to $69.27 inclusive. The reporting person undertakes to provide the Company, any security holder of the Company or the staff of the SEC upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.681 to $70.67 inclusive. The reporting person undertakes to provide Company, any security holder of the Company or the staff of the SEC upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.69 to $70.82 inclusive. The reporting person undertakes to provide Company, any security holder of the Company or the staff of the SEC upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Includes (i) 87,348 shares of common stock of the Company ("Common Stock"); (ii) shares of Common Stock issuable pursuant to restricted stock units ("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.
Fully vested and exercisable.
Consists of 80,433 vested and exercisable options as of May 8, 2023 and 26,811 options that vest and become exercisable on May 8, 2024.
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.
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.
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
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.
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.
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.
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.
For Christopher Armstrong, pursuant to the Power of Attorney previously filed.
/s/ William E. McDonald, attorney-in-fact
2024-03-26