0000950170-24-029973.txt : 20240312
0000950170-24-029973.hdr.sgml : 20240312
20240312162108
ACCESSION NUMBER: 0000950170-24-029973
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240308
FILED AS OF DATE: 20240312
DATE AS OF CHANGE: 20240312
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: McDonald William Everett
CENTRAL INDEX KEY: 0001866735
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38467
FILM NUMBER: 24742374
MAIL ADDRESS:
STREET 1: C/O CERIDIAN HCM HOLDINGS INC.
STREET 2: 3311 EAST OLD SHAKOPEE ROAD
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55425-1361
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Dayforce, Inc.
CENTRAL INDEX KEY: 0001725057
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
ORGANIZATION NAME: 06 Technology
IRS NUMBER: 463231686
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3311 EAST OLD SHAKOPEE ROAD
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55425
BUSINESS PHONE: 952-853-8100
MAIL ADDRESS:
STREET 1: 3311 EAST OLD SHAKOPEE ROAD
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55425
FORMER COMPANY:
FORMER CONFORMED NAME: Ceridian HCM Holding Inc.
DATE OF NAME CHANGE: 20171212
4
1
ownership.xml
4
X0508
4
2024-03-08
0001725057
Dayforce, Inc.
DAY
0001866735
McDonald William Everett
C/O DAYFORCE, INC.
3311 EAST OLD SHAKOPEE ROAD
MINNEAPOLIS
MN
55425
false
true
false
false
EVP, GC & Corporate Secretary
false
Common Stock
2024-03-08
4
F
false
705
66.92
D
72320
D
Common Stock
2024-03-08
4
M
false
1544
A
73864
D
Common Stock
2024-03-08
4
F
false
705
66.92
D
73159
D
Performance Units
2024-03-08
4
M
false
1544
0
D
2031-03-08
Common Stock
1544
0
D
Options (Right to Purchase)
19.04
2027-12-20
Common Stock
3750
3750
D
Options (Right to Purchase)
22.00
2028-04-25
Common Stock
34674
34674
D
Options (Right to Purchase)
44.91
2029-02-08
Common Stock
995
995
D
Options (Right to Purchase)
49.93
2029-03-20
Common Stock
28626
28626
D
Options (Right to Purchase)
65.26
2030-05-08
Common Stock
14299
14299
D
Performance Units
2033-02-28
Common Stock
4113
4113
D
Performance Units
2033-02-28
Common Stock
9141
9141
D
Performance Units
2032-02-24
Common Stock
3920
3920
D
Performance Units
2034-03-01
Common Stock
2660
2660
D
Performance Units
2034-03-01
Common Stock
21978
21978
D
Performance Units
2034-03-01
Common Stock
2197
2197
D
Performance Units
2034-03-01
Common Stock
4395
4395
D
In connection with the vesting of 1,544 shares of common stock of the Issuer ("Common Stock") on March 8, 2024, subject to a restricted stock unit ("RSU") award granted on March 8, 2021, 705 shares of Common Stock were forfeited to pay withholding taxes as required pursuant to the terms of the RSU award agreement and 839 shares of Common Stock were issued to the reporting person.
Given the Company's performance in 2021 and pursuant to the terms of the performance stock unit ("PSU") award agreement ("PSU Agreement"), each PSU granted on March 8, 2021 will convert into 1 share of Common Stock upon vesting. The vesting of 1,544 PSUs occurred on March 8, 2024.
In connection with the vesting of 1,544 shares of Common Stock on March 8, 2024, subject to a PSU award granted on March 8, 2021, 705 shares of Common Stock were forfeited to pay withholding taxes as required pursuant to the terms of the PSU Agreement and 839 shares of Common Stock were issued to the reporting person.
Includes (i) 36,521 shares of Common Stock, (ii) shares of Common Stock issuable pursuant to 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.
Fully vested and exercisable.
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.
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, 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.
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.
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.
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.
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.
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.
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.
/s/ William E. McDonald
2024-03-12