McDonald William Everett 4

Accession 0000950170-24-063499

CIK 0001725057other

View on SEC.gov Company Profile

Filed

May 21, 8:00 PM ET

Accepted

May 22, 4:15 PM ET

Size

33.2 KB

Accession

0000950170-24-063499

Insider Transaction Report

Form 4

Period: 2024-05-20

Dayforce, Inc.DAY

McDonald William Everett

EVP, CLO, & Secretary

Transactions

Sale
Common Stock
2024-05-20$63.28/sh−5,995$379,364→ 73,385 total
Exercise/Conversion
Options (Right to Purchase)
2024-05-20−995→ 0 total
Exercise: $44.91Exp: 2029-02-08→ Common Stock (995 underlying)
Exercise/Conversion
Common Stock
2024-05-20$44.91/sh+995$44,685→ 79,380 total
Exercise/Conversion
Options (Right to Purchase)
2024-05-20−1,250→ 33,424 total
Exercise: $22.00Exp: 2028-04-25→ Common Stock (1,250 underlying)
Exercise/Conversion
Common Stock
2024-05-20$22.00/sh+1,250$27,500→ 78,385 total
Exercise/Conversion
Options (Right to Purchase)
2024-05-20−3,750→ 0 total
Exercise: $19.04Exp: 2027-12-20→ Common Stock (3,750 underlying)
Exercise/Conversion
Common Stock
2024-05-20$19.04/sh+3,750$71,400→ 77,135 total

Holdings

Performance Units
Exp: 2033-02-28→ Common Stock (4,113 underlying)
4,113
Performance Units
Exp: 2033-02-28→ Common Stock (9,141 underlying)
9,141
Performance Units
Exp: 2034-03-01→ Common Stock (4,395 underlying)
4,395
Performance Units
Exp: 2034-03-01→ Common Stock (21,978 underlying)
21,978
Performance Units
Exp: 2032-02-24→ Common Stock (3,920 underlying)
3,920
Options (Right to Purchase)
Exercise: $49.93Exp: 2029-03-20→ Common Stock (28,626 underlying)
28,626
Options (Right to Purchase)
Exercise: $65.26Exp: 2030-05-08→ Common Stock (14,299 underlying)
14,299
Performance Units
Exp: 2034-03-01→ Common Stock (2,660 underlying)
2,660
Performance Units
Exp: 2034-03-01→ Common Stock (2,197 underlying)
2,197

Footnotes (11)

[F1]The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan, adopted by the Reporting Person on December 18, 2023.
[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 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.
[F11]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.
[F2]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.945 to $63.63 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.
[F3]Includes (i) 36,747 shares of common stock of the Company ("Common Stock"), which includes 226 shares acquired under the Dayforce, Inc. Global Employee Stock Purchase Plan ("GESPP") on March 31, 2024, (ii) shares of Common Stock issuable pursuant to restricted stock units ("RSUs"), granted on August 6, 2021, of which 813 shares vest on August 6, 2024; (iii) shares of Common Stock issuable pursuant to RSUs, granted on February 24, 2022, of which 4,706 shares vest on February 24, 2025; (iv) 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 (v) 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.
[F4]Fully vested and exercisable.
[F5]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.
[F6]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.
[F7]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.
[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 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.
[F9]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.

Documents

1 file

4
ownership.xmlPrimary
4

Issuer

Dayforce, Inc.

CIK 0001725057

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Entity typeother

Related Parties

filerCIK 0001866735

Filing Metadata

Form type: 4
Filed: May 21, 8:00 PM ET
Accepted: May 22, 4:15 PM ET
Size: 33.2 KB

View on SEC.gov