SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Jacobs Jeffrey Scott
(Last) (First) (Middle)
C/O DAYFORCE, INC.
3311 EAST OLD SHAKOPEE ROAD
(Street)
MINNEAPOLIS MN 55425
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Dayforce, Inc. [ DAY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Head of Acct & Fin Reporting
3. Date of Earliest Transaction (Month/Day/Year)
03/08/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/08/2024 F 253(1) D $66.92 33,644 D
Common Stock 03/08/2024 M 824 A (2) 34,468 D
Common Stock 03/08/2024 F 253(3) D $66.92 34,215(4) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 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 (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Units (2) 03/08/2024 M 824 (2) 03/08/2031 Common Stock 824 $0 0 D
Option (right to buy) $17.58 (5) 12/08/2025 Common Stock 500 500 D
Option (right to buy) $16.82 (5) 12/31/2026 Common Stock 1,125 1,125 D
Option (right to buy) $19.04 (5) 12/20/2027 Common Stock 5,000 5,000 D
Option (right to buy) $22 (5) 04/25/2028 Common Stock 32,610 32,610 D
Option (right to buy) $44.91 (5) 02/08/2029 Common Stock 712 712 D
Option (right to buy) $49.93 (5) 03/20/2029 Common Stock 8,396 8,396 D
Option (right to buy) $65.26 (6) 05/08/2030 Common Stock 14,299 14,299 D
Performance Units (7) (7) 02/24/2032 Common Stock 1,176 1,176 D
Performance Units (8) (8) 03/01/2034 Common Stock 1,096 1,096 D
Explanation of Responses:
1. In connection with the vesting of 824 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, 253 shares of Common Stock were forfeited to pay withholding taxes as required pursuant to the terms of the RSU award agreement and 571 shares of Common Stock were issued to the reporting person.
2. 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 824 PSUs occurred on March 8, 2024.
3. In connection with the vesting of 824 shares of Common Stock on March 8, 2024, subject to a PSU award granted on March 8, 2021, 253 shares of Common Stock were forfeited to pay withholding taxes as required pursuant to the terms of the PSU Agreement and 571 shares of Common Stock were issued to the reporting person.
4. Includes (i) 12,666 shares of Common Stock, (ii) shares of Common Stock issuable pursuant to RSUs, granted on February 24, 2022, of which 1,412 shares vest on February 24, 2025; (iii) 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) 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.
5. Fully vested and exercisable.
6. Consists of 10,724 vested and exercisable options as of May 8, 2023, and 3,575 options that vest and become exercisable on May 8, 2024.
7. 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 1,176 PSUs occurs on February 24, 2025.
8. 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.
Remarks:
For Jeffrey Jacobs, pursuant to the Power of Attorney previously filed.
/s/ William E. McDonald, attorney-in-fact 03/12/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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