William E. McDonald - 28 Feb 2024 Form 4 Insider Report for Dayforce, Inc. (DAY)

Signature
/s/ William E. McDonald
Issuer symbol
DAY
Transactions as of
28 Feb 2024
Net transactions value
-$292,442
Form type
4
Filing time
01 Mar 2024, 16:45:14 UTC
Previous filing
27 Feb 2024
Next filing
05 Mar 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DAY Common Stock Tax liability $116,380 -1,638 -3% $71.05 53,525 28 Feb 2024 Direct F1
transaction DAY Common Stock Tax liability $55,703 -784 -1.5% $71.05 52,741 28 Feb 2024 Direct F2
transaction DAY Common Stock Tax liability $120,359 -1,694 -3.2% $71.05 51,047 28 Feb 2024 Direct F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding DAY Options (Right to Purchase) 3,750 28 Feb 2024 Common Stock 3,750 $19.04 Direct F5
holding DAY Options (Right to Purchase) 34,674 28 Feb 2024 Common Stock 34,674 $22.00 Direct F5
holding DAY Options (Right to Purchase) 995 28 Feb 2024 Common Stock 995 $44.91 Direct F5
holding DAY Options (Right to Purchase) 28,626 28 Feb 2024 Common Stock 28,626 $49.93 Direct F5
holding DAY Options (Right to Purchase) 14,299 28 Feb 2024 Common Stock 14,299 $65.26 Direct F6
holding DAY Performance Units 1,544 28 Feb 2024 Common Stock 1,544 Direct F7
holding DAY Performance Units 4,113 28 Feb 2024 Common Stock 4,113 Direct F8
holding DAY Performance Units 9,141 28 Feb 2024 Common Stock 9,141 Direct F9
holding DAY Performance Units 3,920 28 Feb 2024 Common Stock 3,920 Direct F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 In connection with the vesting of 4,570 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, 1,638 shares of Common Stock were forfeited to pay withholding taxes as required pursuant to the terms of the RSU award agreement and 2,932 shares of Common Stock were issued to the reporting person.
F2 In connection with the vesting of 1,718 shares of Common Stock on February 28, 2024, subject to a performance stock unit ("PSU") award granted on February 8, 2023, 784 shares of Common Stock were forfeited to pay withholding taxes as required pursuant to the terms of the PSU award agreement and 934 shares of Common Stock were issued to the reporting person.
F3 In connection with the vesting of 3,714 shares of Common Stock on February 28, 2024, subject to a PSU award granted on February 28, 2023, 1,694 shares of Common Stock were forfeited to pay withholding taxes as required pursuant to the terms of the PSU award agreement and 2,020 shares of Common Stock were issued to the reporting person.
F4 Includes (i) 34,843 shares of Common Stock, (ii) shares of Common Stock issuable pursuant to RSUs, granted on March 8, 2021, of which 1,544 shares vest on March 8, 2024; (iii) shares of Common Stock issuable pursuant to RSUs, granted on August 6, 2021, of which 813 shares vest on August 6, 2024; (iv) shares of Common Stock issuable pursuant to RSUs, granted on February 24, 2022, of which 4,706 shares vest on February 24, 2025; and (v) 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.
F5 Fully vested and exercisable.
F6 Consists of 10,724 options that are vested and exercisable as of May 8, 2023, and 3,575 options that vest and become exercisable on May 8, 2024.
F7 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 1,544 PSUs occurs on March 8, 2024.
F8 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 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.
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 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 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 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.
F10 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 3,920 PSUs occurs on February 24, 2025.