0000950170-24-021361.txt : 20240227 0000950170-24-021361.hdr.sgml : 20240227 20240227170608 ACCESSION NUMBER: 0000950170-24-021361 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240224 FILED AS OF DATE: 20240227 DATE AS OF CHANGE: 20240227 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: McDonald William Everett CENTRAL INDEX KEY: 0001866735 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38467 FILM NUMBER: 24688223 MAIL ADDRESS: STREET 1: C/O CERIDIAN HCM HOLDINGS INC. STREET 2: 3311 EAST OLD SHAKOPEE ROAD CITY: MINNEAPOLIS STATE: MN ZIP: 55425-1361 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 ownership.xml 4 X0508 4 2024-02-24 0001725057 Dayforce, Inc. DAY 0001866735 McDonald William Everett C/O DAYFORCE, INC. 3311 EAST OLD SHAKOPEE ROAD MINNEAPOLIS MN 55425 false true false false EVP, GC & Corporate Secretary false Common Stock 2024-02-24 4 F false 1500 71.42 D 52443 D Common Stock 2024-02-24 4 M false 3920 A 56363 D Common Stock 2024-02-24 4 F false 1200 71.42 D 55163 D Performance Units 2024-02-24 4 M false 3920 0 D 2032-02-24 Common Stock 3920 3920 D Options (Right to Purchase) 19.04 2027-12-20 Common Stock 3750 3750 D Options (Right to Purchase) 22.00 2028-04-25 Common Stock 34674 34674 D Options (Right to Purchase) 44.91 2029-02-08 Common Stock 995 995 D Options (Right to Purchase) 49.93 2029-03-20 Common Stock 28626 28626 D Options (Right to Purchase) 65.26 2030-05-08 Common Stock 14299 14299 D Performance Units 2031-03-08 Common Stock 1544 1544 D Performance Units 2033-02-28 Common Stock 4113 4113 D Performance Units 2033-02-28 Common Stock 9141 9141 D In connection with the vesting of 4,706 shares of common stock of the Issuer ("Common Stock") on February 24, 2024, subject to an RSU award granted on February 24, 2022, 1,500 shares of Common Stock were forfeited to pay withholding taxes as required pursuant to the terms of the restricted stock unit ("RSU") award agreement and 3,206 shares of Common Stock were issued to the reporting person. Given the Company's performance in 2022 and pursuant to the terms of the performance stock unit ("PSU") award agreement, each PSU granted on February 24, 2022 will convert into 1 share of Common Stock upon vesting. The vesting of 3,920 PSUs occurred on February 24, 2024. The vesting of 3,920 PSUs occurs on February 24, 2025. In connection with the vesting of 3,920 shares of Common Stock on February 24, 2024, subject to a PSU award granted on February 24, 2022, 1,200 shares of Common Stock were forfeited to pay withholding taxes as required pursuant to the terms of the PSU award agreement and 2,720 shares of Common Stock were issued to the reporting person. Includes (i) 28,957 shares of Common Stock, (ii) shares of Common Stock issuable pursuant to restricted stock units ("RSUs"), granted on March 8, 2021, of which 1,544 shares vest on March 8, 2024; (iii) shares of Common Stock issuable pursuant to RSUs, granted on August 6, 2021, of which 813 shares vest on August 6, 2024; (iv) shares of Common Stock issuable pursuant to RSUs, granted on February 24, 2022, of which 4,706 shares vest on February 24, 2025; (v) shares of Common Stock issuable pursuant to RSUs, granted on February 28, 2023, of which 4,570 shares vest on each of February 28, 2024, February 28, 2025, and 4,571 shares vest on February 28, 2026; (vi) shares of Common Stock issuable pursuant to PSUs, granted on February 28, 2023, of which 1,718 shares vest on February 28, 2024; and (vii) shares of Common Stock issuable pursuant to PSUs, granted on February 28, 2023, of which 3,714 shares vest on February 28, 2024. Fully vested and exercisable. Consists of 10,724 options that are vested and exercisable as of May 8, 2023, and 3,575 options that vest and become exercisable on May 8, 2024. Given the Company's performance in 2021 and pursuant to the terms of the PSU award agreement, each PSU granted on March 8, 2021 will convert into 1 share of Common Stock upon vesting. The vesting of 1,544 PSUs occurs on March 8, 2024. 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 award agreement is satisfied. The number of PSUs reported in columns 7 and 9 of Table II reflects achievement at the target level of performance under the PSU award 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 columns 7 and 9 of 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 award agreement are satisfied annually over a three year period. The number of PSUs reported in column 9 of Table II reflects achievement at the target level of performance under the PSU award 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 column 9 of Table II. The PSUs will only vest if the achievement of one or more of the annual performance metrics under the PSU award 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. /s/ William E. McDonald 2024-02-27