Ossip David D 4
4 · Dayforce, Inc. · Filed Feb 4, 2026
Research Summary
AI-generated summary of this filing
Dayforce (DAY) CEO David Ossip Sells Shares for $209M in Merger
What Happened
David D. Ossip, Chairman and CEO of Dayforce, Inc. (DAY), disposed of company shares and converted/settled equity awards in connection with the merger closing. Under the merger terms ($70.00 per share), he received cash for multiple share dispositions—most notably 1,860,902 shares, 891,761 shares and 229,085 shares—totaling 2,981,748 shares paid at $70.00 per share for aggregate cash proceeds of $208,722,360. The filing also shows prior exercise/conversion of derivatives (1,869,230 shares exercised/converted on Feb 3) and multiple additional derivative-related dispositions reported with N/A values that reflect non‑cash conversions or replacements under the merger.
Key Details
- Transaction dates: exercises/conversions on 2026-02-03; dispositions to issuer (merger consideration) effective 2026-02-04. Filing dated 2026-02-04 (timely).
- Price and proceeds: $70.00 per share for specified disposals; $70 × 2,981,748 = $208,722,360 in cash reported. Some disposals listed as N/A reflect non-cash conversions or replacement rights under the merger.
- Shares owned after transaction: not specified as a simple beneficial‑ownership number in the filing; the reporting person disclaims beneficial ownership for certain holdings (see indirect ownership notes).
- Notable footnotes: transactions were part of the Agreement and Plan of Merger (F3–F9). Vested RSUs/PSUs were converted into cash at $70 (F4); unvested RSUs/PSUs were replaced with rights to preferred stock or replacement rights (F5, F9); certain vested options were canceled or cashed out per merger terms (F7, F8). Indirect ownership through entities is noted (F2, F6). Power of attorney used for the filing.
Context
These were not open‑market sales but disposals/conversions required or effected by the merger (each share converted into $70 cash or replacement equity/right as described). The filing shows exercises/conversions of derivatives followed immediately by disposition to the issuer at the merger effective time—functionally a cash‑out under the acquisition terms rather than a typical insider sell for diversification.
Insider Transaction Report
Form 4Exit
Ossip David D
DirectorChairman and CEO
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-02-03+8,328→ 1,106,002 total - Exercise/Conversion
Common Stock
[F1][F2]2026-02-03+1,860,902→ 1,860,902 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
[F3][F4]2026-02-04$70.00/sh−891,761$62,423,270→ 0 total - Disposition to Issuer
Common Stock
[F3][F5]2026-02-04−214,241→ 0 total - Disposition to Issuer
Common Stock
[F3][F4][F2]2026-02-04$70.00/sh−1,860,902$130,263,140→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
[F3][F4][F6]2026-02-04$70.00/sh−229,085$16,035,950→ 0 total(indirect: See Footnote) - Exercise/Conversion
Exchangeable Shares
[F1]2026-02-03−8,328→ 0 total→ Common Stock (8,328 underlying) - Exercise/Conversion
Exchangeable Shares
[F1][F2]2026-02-03−1,860,902→ 0 total(indirect: See Footnote)→ Common Stock (1,860,902 underlying) - Disposition to Issuer
Options (Right to Purchase)
[F3][F7]2026-02-04−226,931→ 0 totalExercise: $80.95Exp: 2031-03-08→ Common Stock (226,931 underlying) - Disposition to Issuer
Options (Right to Purchase)
[F3][F8]2026-02-04−321,734→ 0 totalExercise: $65.26Exp: 2030-05-08→ Common Stock (321,734 underlying) - Disposition to Issuer
Options (Right to Purchase)
[F3][F8]2026-02-04−750,000→ 0 totalExercise: $65.26Exp: 2030-05-08→ Common Stock (750,000 underlying) - Disposition to Issuer
Options (Right to Purchase)
[F3][F8]2026-02-04−1,750,000→ 0 totalExercise: $49.93Exp: 2029-03-20→ Common Stock (1,750,000 underlying) - Disposition to Issuer
Options (Right to Purchase)
[F3][F8]2026-02-04−10,390→ 0 totalExercise: $44.91Exp: 2029-02-08→ Common Stock (10,390 underlying) - Disposition to Issuer
Performance Units
[F9][F3]2026-02-04−22,853→ 0 total→ Common Stock (22,853 underlying) - Disposition to Issuer
Performance Units
[F9][F3]2026-02-04−27,423→ 0 total→ Common Stock (27,423 underlying) - Disposition to Issuer
Performance Units
[F9][F3]2026-02-04−68,376→ 0 total→ Common Stock (68,376 underlying) - Disposition to Issuer
Performance Units
[F9][F3]2026-02-04−29,304→ 0 total→ Common Stock (29,304 underlying) - Disposition to Issuer
Performance Units
[F9][F3]2026-02-04−123,012→ 0 total→ Common Stock (123,012 underlying) - Disposition to Issuer
Performance Units
[F9][F3]2026-02-04−33,548→ 0 total→ Common Stock (33,548 underlying)
Footnotes (9)
- [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]Indirectly owned through 2769139 Alberta Inc. The Reporting Person disclaims beneficial ownership except to the extent of the Reporting Person's pecuniary interest.
- [F3]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 merge, the "Effective Time").
- [F4]Pursuant to the Merger Agreement, at the Effective Time, (i) each issued and outstanding share of Common Stock 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"), (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, and (iii) each previously certified and vested but unsettled performance stock unit ("PSU") 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 PSU at the level of performance previously certified as of immediate prior to the Effective Time.
- [F5]Pursuant to the Merger Agreement, at the Effective Time, each outstanding RSU that was unvested immediately prior to the Effective Time was canceled and replaced with the right to receive the number of shares of non-voting preferred stock, equal to the number of shares of Common Stock subject to the unvested RSUs, in a direct or indirect sole equityholder of Parent with a fixed value per share equal to the Merger Consideration (the "Preferred Stock" and the right, the "RSU Replacement Right"). Each RSU Replacement Right will be subject, with certain exceptions, to the same vesting terms and conditions as applied to the replaced unvested RSU.
- [F6]Indirectly owned through OsFund Inc. The Reporting Person disclaims beneficial ownership except to the extent of the Reporting Person's pecuniary interest.
- [F7]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.
- [F8]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.
- [F9]Pursuant to the Merger Agreement, at the Effective Time, each outstanding performance stock unit ("PSU") that was unvested immediately prior to the Effective Time was canceled and replaced with the right to receive the number of shares of Preferred Stock that is equal to the number of shares of Common Stock subject to the unvested PSUs as of immediately prior to the Effective Time (with such number of shares determined assuming achievement of all applicable performance metrics at 100% of target performance levels) (the "PSU Replacement Right"). Each PSU Replacement Right will be subject, with certain exceptions, to the same vesting terms and conditions as applied to the replaced unvested PSU.
Signature
/s/ William E. McDonald, attorney-in-fact|2026-02-04