0000950170-24-023879.txt : 20240301 0000950170-24-023879.hdr.sgml : 20240301 20240301161712 ACCESSION NUMBER: 0000950170-24-023879 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240228 FILED AS OF DATE: 20240301 DATE AS OF CHANGE: 20240301 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: 24710001 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 ownership.xml 4 X0508 4 2024-02-28 0001725057 Dayforce, Inc. DAY 0001775448 Armstrong Christopher R C/O DAYFORCE, INC. 3311 EAST OLD SHAKOPEE ROAD MINNEAPOLIS MN 55425 false true false false EVP, Chief Operating Officer false Common Stock 2024-02-28 4 F false 4169 71.05 D 126812 D Common Stock 2024-02-28 4 F false 1278 71.05 D 125534 D Common Stock 2024-02-28 4 F false 3388 71.05 D 122146 D Option (right to buy) 44.91 2029-02-08 Common Stock 50000 50000 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 2031-03-08 Common Stock 6177 6177 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 In connection with the vesting of 9,141 shares of common stock of the Issuer ("Common Stock") on February 28, 2024, subject to a restricted stock unit ("RSU") award granted on February 28, 2023, 4,169 shares of Common Stock were forfeited to pay withholding taxes as required pursuant to the terms of the RSU award agreement and 4,972 shares of Common Stock were issued to the reporting person. In connection with the vesting of 2,801 shares of Common Stock on February 28, 2024, subject to a performance stock unit ("PSU") award granted on February 28, 2023, 1,278 shares of Common Stock were forfeited to pay withholding taxes as required pursuant to the terms of the PSU award agreement and 1,523 shares of Common Stock were issued to the reporting person. In connection with the vesting of 7,428 shares of Common Stock on February 28, 2024, subject to a PSU award granted on February 28, 2023, 3,388 shares of Common Stock were forfeited to pay withholding taxes as required pursuant to the terms of the PSU award agreement and 4,040 shares of Common Stock were issued to the reporting person. Includes (i) 90,628 shares of Common Stock; (ii) shares of Common Stock issuable pursuant to RSUs, granted on March 8, 2021, of which 6,177 shares vest on March 8, 2024; (iii) shares of Common Stock issuable pursuant to RSUs, granted on February 24, 2022, of which 7,059 shares vest on February 24, 2025; and (iv) 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. 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. 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 6,177 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 award 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 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 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. Given the Company's performance in 2022 and pursuant to the terms of the PSU award 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. For Christopher Armstrong, pursuant to the Power of Attorney previously filed. /s/ William E. McDonald, attorney-in-fact 2024-03-01