Mantia Linda Provie 4
Accession 0001628280-26-005333
Filed
Feb 3, 7:00 PM ET
Accepted
Feb 4, 12:24 PM ET
Size
14.4 KB
Accession
0001628280-26-005333
Research Summary
AI-generated summary of this filing
Dayforce (DAY) Director Linda Mantia Sells Shares in Merger
What Happened Linda Mantia Provie, a director of Dayforce, disposed of equity in connection with Dayforce’s merger closing on February 4, 2026. The filing shows a disposition to the issuer of 22,861 shares at $70.00 per share for $1,600,270. Additional dispositions listed (2,380 shares and three derivative line items of 3,869; 2,721; and 4,744 shares) were recorded with N/A amounts because they represent RSUs and/or options converted or cancelled under the merger terms rather than open‑market sales.
Key Details
- Transaction date: February 4, 2026 (Effective Time of the merger).
- Reported cash proceeds: $1,600,270 from 22,861 shares at $70.00 each.
- Other items: 2,380 shares and derivative amounts (3,869; 2,721; 4,744) were cashed out or cancelled; dollar amounts not shown in the Form 4 lines.
- Why: Per the merger agreement, vested/unvested RSUs and vested options were converted to cash or cancelled; cash conversion used $70.00 per share (merger consideration).
- Shares owned after transaction: Not specified in the provided filing.
- Filing notes: Transactions reported by power of attorney (remark); no late-filing flag indicated.
Context These were not open-market sales driven by a director’s discretionary trading but the result of the merger closing (Dayforce became a wholly owned subsidiary and equity awards were cashed out). Footnotes in the filing explain RSUs were converted to a cash payout of $70/share, some vested options were converted to cash equal to the excess of $70 over the exercise price, and options with exercise prices at or above $70 were cancelled for no consideration. For retail investors, this is a routine M&A-driven disposition rather than a standalone insider bet on the stock.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2]2026-02-04$70.00/sh−22,861$1,600,270→ 0 total - Disposition to Issuer
Common Stock
[F1][F3]2026-02-04−2,380→ 0 total - Disposition to Issuer
Options (Right to Purchase)
[F1][F4]2026-02-04−3,869→ 0 totalExercise: $74.20Exp: 2030-08-21→ Common Stock (3,869 underlying) - Disposition to Issuer
Options (Right to Purchase)
[F1][F4]2026-02-04−2,721→ 0 totalExercise: $87.40Exp: 2031-05-07→ Common Stock (2,721 underlying) - Disposition to Issuer
Options (Right to Purchase)
[F1][F5]2026-02-04−4,744→ 0 totalExercise: $50.23Exp: 2032-05-11→ Common Stock (4,744 underlying)
Footnotes (5)
- [F1]The securities were disposed of in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger dated as of August 20, 2025 (the "Merger Agreement"), by and among Dayforce, Inc. ("Issuer"), Dayforce Bidco, LLC (formerly known as Dawn Bidco, LLC) ("Parent"), and Dawn Acquisition Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into Issuer on February 4, 2026, with Issuer continuing after the merger as a wholly owned subsidiary of Parent (the effective time of such merger, the "Effective Time").
- [F2]Pursuant to the Merger Agreement, at the Effective Time, each vested but unsettled restricted stock unit ("RSU") was canceled and converted automatically into the right to receive an amount in cash equal to $70.00 per share of common stock ("Common Stock") (the "Merger Consideration") multiplied by the number of shares of Common Stock subject to the vested but unsettled RSU as of immediately prior to the Effective Time.
- [F3]Pursuant to the Merger Agreement, at the Effective Time, each outstanding RSU that was unvested immediately prior to the Effective Time fully vested and converted automatically into the right to receive an amount in cash equal to the number of shares subject to the RSUs multiplied by the Merger Consideration.
- [F4]Pursuant to the Merger Agreement, each vested stock option with a per share price that was equal to or greater than the Merger Consideration, as of the Effective Time, was canceled for no consideration.
- [F5]Pursuant to the Merger Agreement, each vested stock option was converted into the right to receive an amount in cash equal to the number of shares of Common Stock subject to vested stock options multiplied by the excess, if any, of the Merger Consideration over the share exercise price of such vested stock option.
Signature
Documents
Issuer
Dayforce, Inc.
CIK 0001725057
Related Parties
1- filerCIK 0001814635
Filing Metadata
- Form type
- 4
- Filed
- Feb 3, 7:00 PM ET
- Accepted
- Feb 4, 12:24 PM ET
- Size
- 14.4 KB