10/03/2024 | Press release | Distributed by Public on 10/03/2024 14:21
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Title of Derivate Security | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Jacobs Jeffrey Scott C/O DAYFORCE, INC. 3311 EAST OLD SHAKOPEE ROAD MINNEAPOLIS, MN55425 |
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Head of Acct & Fin Reporting |
/s/ William E. McDonald, attorney-in-fact | 2024-10-03 |
**Signature of Reporting Person | Date |
(*) | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
(**) | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan, adopted by the Reporting Person on February 22, 2023, and modified on June 18, 2024. |
(2) | Includes (i) 12,668 shares of common stock ("Common Stock") of the Company, which includes 139, 218, and 21 shares acquired under the Dayforce, Inc. Global Employee Stock Purchase Plan ("GESPP") on March 31, 2024, June 30, 2024, and September 30, 2024, respectively, (ii) 1,412 shares of Common Stock issuable pursuant to restricted stock unit ("RSU"), granted on February 24, 2022, of which 1,412 shares vest on February 24, 2025; (iii) 5,485 shares of Common Stock issuable pursuant to RSUs, granted on February 28, 2023, of which 2,742 shares vest on February 28, 2025, and 2,743 shares vest on February 28, 2026; and (iv) 14,652 shares of Common Stock issuable pursuant to RSUs, granted on March 1, 2024, of which 4,884 shares vest on each of March 1, 2025, March 1, 2026, and March 1, 2027. |
(3) | Fully vested and exercisable. |
(4) | Given the Company's performance in 2022 and pursuant to the terms of the performance stock unit ("PSU") agreement, each PSU granted on February 24, 2022 will convert into 1 share of Common Stock upon vesting. The vesting of 1,176 PSUs occurs on February 24, 2025. |
(5) | 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. |