Sec Form 4 Filing - Jacobs Jeffrey Scott @ Dayforce, Inc. - 2024-02-28

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Jacobs Jeffrey Scott
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
(Last) (First) (Middle)
C/O DAYFORCE, INC., 3311 EAST OLD SHAKOPEE ROAD
3. Date of Earliest Transaction (MM/DD/YY)
02/28/2024
(Street)
MINNEAPOLIS, MN55425
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/28/2024 F 840 ( 1 ) D $ 71.05 19,464 D
Common Stock 02/28/2024 F 219 ( 2 ) D $ 71.05 19,245 ( 3 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Option (right to buy) $ 17.58 ( 4 ) 12/08/2025 Common Stock 500 500 D
Option (right to buy) $ 16.82 ( 4 ) 12/31/2026 Common Stock 1,125 1,125 D
Option (right to buy) $ 19.04 ( 4 ) 12/20/2027 Common Stock 5,000 5,000 D
Option (right to buy) $ 22 ( 4 ) 04/25/2028 Common Stock 32,610 32,610 D
Option (right to buy) $ 44.91 ( 4 ) 02/08/2029 Common Stock 712 712 D
Option (right to buy) $ 49.93 ( 4 ) 03/20/2029 Common Stock 8,396 8,396 D
Option (right to buy) $ 65.26 ( 5 ) 05/08/2030 Common Stock 14,299 14,299 D
Performance Units ( 6 ) ( 6 ) 03/08/2031 Common Stock 824 824 D
Performance Units ( 7 ) ( 7 ) 02/24/2032 Common Stock 1,176 1,176 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Jacobs Jeffrey Scott
C/O DAYFORCE, INC.
3311 EAST OLD SHAKOPEE ROAD
MINNEAPOLIS, MN55425
Head of Acct & Fin Reporting
Signatures
/s/ William E. McDonald, attorney-in-fact 03/01/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the vesting of 2,742 shares of common stock of the Issuer ("Common Stock") on February 28, 2024, subject to a restricted stock unit ("RSU") award granted on February 28, 2023, 840 shares of Common Stock were forfeited to pay withholding taxes as required pursuant to the terms of the RSU award agreement and 1,902 shares of Common Stock were issued to the reporting person.
( 2 )In connection with the vesting of 713 shares of Common Stock on February 28, 2024, subject to a performance stock unit ("PSU") award granted on February 28, 2023, 219 shares of Common Stock were forfeited to pay withholding taxes as required pursuant to the terms of the PSU award agreement and 494 shares of Common Stock were issued to the reporting person.
( 3 )Includes (i) 11,524 shares of Common Stock, (ii) shares of Common Stock issuable pursuant to RSUs, granted on March 8, 2021, of which 824 shares vest on March 8, 2024; (iii) shares of Common Stock issuable pursuant to RSUs, granted on February 24, 2022, of which 1,412 shares vest on February 24, 2025; and (iv) 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.
( 4 )Fully vested and exercisable.
( 5 )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.
( 6 )Given the Company's performance in 2021 and pursuant to the terms of the PSU award agreement, each PSU granted on March 8, 2021 will convert into 1 share of Common Stock upon vesting. The vesting of 824 PSUs occurs on March 8, 2024.
( 7 )Given the Company's performance in 2022 and pursuant to the terms of the PSU award 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.

Remarks:
For Jeffrey Jacobs, pursuant to the Power of Attorney previously filed.

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