0000950170-24-063499.txt : 20240522 0000950170-24-063499.hdr.sgml : 20240522 20240522161540 ACCESSION NUMBER: 0000950170-24-063499 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240520 FILED AS OF DATE: 20240522 DATE AS OF CHANGE: 20240522 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: 24973468 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 2024-05-20 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 true Common Stock 2024-05-20 4 M false 3750 19.04 A 77135 D Common Stock 2024-05-20 4 M false 1250 22.00 A 78385 D Common Stock 2024-05-20 4 M false 995 44.91 A 79380 D Common Stock 2024-05-20 4 S false 5995 63.28 D 73385 D Options (Right to Purchase) 19.04 2024-05-20 4 M false 3750 0 D 2027-12-20 Common Stock 3750 0 D Options (Right to Purchase) 22.00 2024-05-20 4 M false 1250 0 D 2028-04-25 Common Stock 1250 33424 D Options (Right to Purchase) 44.91 2024-05-20 4 M false 995 0 D 2029-02-08 Common Stock 995 0 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 The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan, adopted by the Reporting Person on December 18, 2023. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.945 to $63.63 inclusive. The reporting person undertakes to provide Dayforce, Inc. (the "Company"), any security holder of the Company or the staff of the Securities and Exchange Commission (the "SEC") upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Includes (i) 36,747 shares of common stock of the Company ("Common Stock"), which includes 226 shares acquired under the Dayforce, Inc. Global Employee Stock Purchase Plan ("GESPP") on March 31, 2024, (ii) shares of Common Stock issuable pursuant to restricted stock units ("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. Each performance stock unit ("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 ("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 2024-05-22