Ossip David D 4

Accession 0000950170-24-131500

CIK 0001725057other

View on SEC.gov Company Profile

Filed

Nov 26, 7:00 PM ET

Accepted

Nov 27, 4:17 PM ET

Size

42.0 KB

Accession

0000950170-24-131500

Insider Transaction Report

Form 4

Period: 2024-11-26

Dayforce, Inc.DAY

Ossip David D

DirectorChairman and CEO

Transactions

Exercise/Conversion
Common Stock
2024-11-26$22.00/sh+858,697$18,891,334→ 1,653,224 total
Sale
Common Stock
2024-11-26$79.55/sh−858,697$68,309,346→ 794,527 total
Exercise/Conversion
Option (right to buy)
2024-11-26−858,697→ 0 total
Exercise: $22.00Exp: 2028-04-25→ Common Stock (858,697 underlying)

Holdings

Option (right to buy)
Exercise: $44.91Exp: 2029-02-08→ Common Stock (10,390 underlying)
10,390
Option (right to buy)
Exercise: $65.26Exp: 2030-05-08→ Common Stock (321,734 underlying)
321,734
Option (right to buy)
Exercise: $80.95Exp: 2031-03-08→ Common Stock (226,931 underlying)
226,931
Performance Units
Exp: 2031-03-08→ Common Stock (4,942 underlying)
4,942
Common Stock
(indirect: See Note)
229,085
Performance Units
Exp: 2032-02-24→ Common Stock (4,705 underlying)
4,705
Performance Units
Exp: 2034-03-01→ Common Stock (102,564 underlying)
102,564
Option (right to buy)
Exercise: $65.26Exp: 2030-05-08→ Common Stock (1,500,000 underlying)
1,500,000
Exchangeable Shares
(indirect: See Note)
→ Common Stock (1,860,902 underlying)
1,860,902
Option (right to buy)
Exercise: $49.93Exp: 2029-03-20→ Common Stock (1,750,000 underlying)
1,750,000
Performance Units
Exp: 2032-02-24→ Common Stock (52,922 underlying)
52,922
Performance Units
Exp: 2034-03-01→ Common Stock (5,567 underlying)
5,567
Performance Units
Exp: 2033-02-28→ Common Stock (27,423 underlying)
27,423
Performance Units
Exp: 2033-02-28→ Common Stock (5,088 underlying)
5,088
Performance Units
Exp: 2033-02-28→ Common Stock (64,276 underlying)
64,276
Performance Units
Exp: 2034-03-01→ Common Stock (6,447 underlying)
6,447
Performance Units
Exp: 2034-03-01→ Common Stock (29,304 underlying)
29,304
Exchangeable Shares
→ Common Stock (8,328 underlying)
8,328
Performance Units
Exp: 2031-03-08→ Common Stock (27,794 underlying)
27,794

Footnotes (21)

[F1]Includes 22,267 shares of common stock ("Common Stock") of Dayforce, Inc. (the "Company"), and, subject to forfeiture should the recipient fail to make an election to convert to shares prior to the ten year anniversary of the grant date: (i) 500,000 restricted stock units ("RSU") granted on March 20, 2017, that are issuable as shares of Common Stock at the election of the recipient; (ii) 3,129 RSUs granted on February 28, 2020, that are issuable as shares of Common Stock at the election of the recipient, (iii) 34,477 RSUs granted on May 8, 2020, that are issuable as shares of Common Stock at the election of the recipient, (iv) of the 63,532 RSUs granted on February 24, 2022, 42,354 shares of Common Stock are issuable at the election of the recipient, and 21,178 RSUs vest and become issuable at the election of the recipient on February 24, 2025.
[F10]The vesting of 4,942 performance stock units ("PSU") occurred on March 8, 2022, and the recipient has until March 8, 2031 to elect to convert any or all of the vested PSUs into shares of Common Stock.
[F11]The vesting of 9,264 PSUs occurred on March 8, 2022, and the vesting of 9,265 PSUs occurred on each of March 8, 2023 and March 8, 2024, and the recipient has until March 8, 2031 to elect to convert any or all of the vested PSUs into shares of Common Stock.
[F12]The vesting of 4,705 PSUs occurred on February 24, 2023, and the recipient has until February 24, 2032 to elect to convert any or all of the vested PSUs into shares of Common Stock.
[F13]The vesting of 17,640 PSUs occurred on February 24, 2023 and the vesting of 17,641 PSUs occurred on February 24, 2024, and the recipient has until February 24, 2032 to elect to convert any or all of the vested PSUs into shares of Common Stock. The vesting of 17,641 PSUs occurs on February 24, 2025.
[F14]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 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 Table II. The PSUs will only vest if the achievement of the performance metric under the PSU award 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.
[F15]The vesting of 5,088 PSUs occurred on February 28, 2024, and the recipient has until February 28, 2033 to elect to convert any or all of the vested PSUs into shares of Common Stock.
[F16]The vesting of 18,570 PSUs occurred on February 28, 2024, and the recipient has until February 28, 2033 to elect to convert any or all of the vested PSUs into shares of Common Stock.
[F17]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 Table II reflects achievement at the target level of performance under the PSU award agreement. Based on actual results during each of the preceding period 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 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.
[F18]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.
[F19]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 ("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.
[F2]Includes, subject to forfeiture should the recipient fail to make an election to convert to shares prior to the ten year anniversary of the grant date: (i) of the 68,558 RSUs granted on February 28, 2023, 22,852 shares of Common Stock are issuable at the election of the recipient, and 22,853 RSUs vest and become issuable at the election of the recipient on each of February 28, 2025 and February 28, 2026; and (ii) 102,546 shares of Common Stock issuable pursuant to RSUs, granted on March 1, 2024, of which 34,188 shares vest and become issuable at the election of the recipient on each of March 1, 2025, March 1, 2026, and March 1, 2027.
[F20]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.
[F21]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.
[F3]Indirectly owned through OsFund Inc. The Reporting Person disclaims beneficial ownership except to the extent of the Reporting Person's pecuniary interest.
[F4]Fully vested and exercisable.
[F5]Represents exchangeable shares of Ceridian AcquisitionCo ULC, a wholly owned subsidiary of the Company, that are exchangeable at the option of the holder for shares of common stock of the Company. Each exchangeable share is convertible into one share of common stock of the Company, subject to adjustment. The exchangeable shares are currently exercisable and have no expiration date.
[F6]Indirectly owned through Osscer Inc. The Reporting Person disclaims beneficial ownership except to the extent of the Reporting Person's pecuniary interest.
[F7]The vesting conditions for this award are based on the Company's performance on the New York Stock Exchange ("NYSE") with (i) 750,000 shares available to vest when the Company's per share closing price on the NYSE meets or exceeds $110.94, or 1.7 times the exercise price, for ten consecutive trading days ("Performance Metric #1") and (ii) the remaining 750,000 shares are available to vest when the Company's per share closing price on the NYSE meets or exceeds $130.52, or 2.0 times the exercise price, for ten consecutive trading days ("Performance Metric #2", collectively with Performance Metric #1, the "Performance Metrics"). The vesting conditions of the Performance Metrics must be achieved prior to May 8, 2025, or any unvested portion of the award will terminate. Further, no portion of the award will vest and become exercisable until May 8, 2023, the third anniversary of the date of grant (the "Time-Based Metric").
[F8]The shares underlying Performance Metric #1, which was achieved on October 6, 2021, are vested and exercisable as of May 8, 2023. If Performance Metric #2 has not been achieved prior to May 8, 2025, the unvested portion of the award will terminate.
[F9]Consists of 170,198 vested and exercisable options as of March 8, 2024, and 56,733 options that vest and become exercisable on March 8, 2025.

Documents

1 file

4
ownership.xmlPrimary
4

Issuer

Dayforce, Inc.

CIK 0001725057

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Entity typeother

Related Parties

filerCIK 0001733805

Filing Metadata

Form type: 4
Filed: Nov 26, 7:00 PM ET
Accepted: Nov 27, 4:17 PM ET
Size: 42.0 KB

View on SEC.gov