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