4//SEC Filing
Throop Gerald C 4
Accession 0001628280-26-005342
CIK 0001725057other
Filed
Feb 3, 7:00 PM ET
Accepted
Feb 4, 12:33 PM ET
Size
20.3 KB
Accession
0001628280-26-005342
Research Summary
AI-generated summary of this filing
Dayforce Director Gerald Throop Sells Shares in $70/Share Merger
What Happened
- Gerald C. Throop, a director of Dayforce, Inc. (DAY), had multiple derivative conversions and dispositions in connection with the company’s merger closing. On Feb 3, 2026 he exercised/converted 23,185 derivative/exchangeable shares. On Feb 4, 2026 he disposed of several blocks of shares to the issuer pursuant to the merger, including 51,818 shares sold at $70.00 per share for $3,627,260. Other reported disposals (3,350; 11,916; 4,643; 10,069; 17,555 shares) were recorded as N/A in the filing but were converted/paid out under the merger terms.
- These transactions were part of the cash-out Merger Agreement (effective Feb 4, 2026), not open-market trades — common stock, vested/unvested RSUs and certain options were converted into cash pursuant to the merger.
Key Details
- Dates & price: Exercise/conversion on 2026-02-03; multiple dispositions to issuer on 2026-02-04. Merger consideration = $70.00 per share (per filing footnotes). Reported cash for the 51,818-share lot = $3,627,260.
- Shares affected: Filing lists multiple converted/disposed lots (see above). Based on reported counts, roughly 122,536 shares appear to have been converted/disposed, implying about $8.58M in aggregate consideration at $70/share (only $3.627M is explicitly reported in the form).
- After transaction: Under the Merger Agreement, each issued and outstanding share was canceled and converted into the right to receive the cash merger consideration, so public common shares were cashed out at close.
- Notable footnotes: (F2–F6) Transactions were consummated under the Agreement and Plan of Merger; vested and unvested RSUs converted to cash at $70/share; in‑the‑money options converted to cash based on spread; options with strike ≥ $70 were canceled for no consideration. (F1) Exchangeable Ceridian AcquisitionCo shares converted 1:1 to Dayforce common. POA remark: filing executed pursuant to a previously filed power of attorney.
- Timeliness: The report covers actions on Feb 3–4 and was filed Feb 4, 2026 — presented as timely.
Context
- These were merger-related cash conversions, not discretionary open-market sales. For retail investors, such transactions reflect contract terms of an acquisition (automatic cash-out) rather than an insider signaling buy/sell sentiment.
- For derivative activity: Throop exercised/converted exchangeable/derivative securities immediately prior to or as part of the merger process and then received cash consideration under the Merger Agreement.
Insider Transaction Report
Form 4Exit
Throop Gerald C
Director
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-02-03+23,185→ 55,168 total - Disposition to Issuer
Common Stock
[F2][F3]2026-02-04$70.00/sh−51,818$3,627,260→ 0 total - Disposition to Issuer
Common Stock
[F2][F4]2026-02-04−3,350→ 0 total - Exercise/Conversion
Exchangeable Shares
[F1]2026-02-03−23,185→ 0 total→ Common Stock (23,185 underlying) - Disposition to Issuer
Options (Right to Purchase)
[F2][F5]2026-02-04−11,916→ 0 totalExercise: $65.26Exp: 2030-05-08→ Common Stock (11,916 underlying) - Disposition to Issuer
Options (Right to Purchase)
[F2][F6]2026-02-04−4,643→ 0 totalExercise: $74.20Exp: 2030-08-21→ Common Stock (4,643 underlying) - Disposition to Issuer
Options (Right to Purchase)
[F2][F6]2026-02-04−10,069→ 0 totalExercise: $87.40Exp: 2031-05-07→ Common Stock (10,069 underlying) - Disposition to Issuer
Options (Right to Purchase)
[F2][F5]2026-02-04−17,555→ 0 totalExercise: $50.23Exp: 2032-05-11→ Common Stock (17,555 underlying)
Footnotes (6)
- [F1]Each exchangeable share of Ceridian AcquisitionCo ULC, a wholly owned subsidiary of Issuer, was exchanged for one share of common stock of the Issuer ("Common Stock").
- [F2]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").
- [F3]Pursuant to the Merger Agreement, at the Effective Time, (i) each issued and outstanding share of Common Stock of the Issuer was canceled and converted automatically into the right to receive an amount in cash equal to $70.00 per share of Common Stock (the "Merger Consideration"), and (ii) each vested but unsettled restricted stock unit ("RSU") was canceled and converted automatically into the right to receive an amount in cash equal to 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.
- [F4]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.
- [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.
- [F6]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.
Signature
/s/ William E. McDonald, attorney-in-fact|2026-02-04
Documents
Issuer
Dayforce, Inc.
CIK 0001725057
Entity typeother
Related Parties
1- filerCIK 0001734324
Filing Metadata
- Form type
- 4
- Filed
- Feb 3, 7:00 PM ET
- Accepted
- Feb 4, 12:33 PM ET
- Size
- 20.3 KB