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)
02/24/2024
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 02/24/2024 F 507(1) D $71.42 19,497 D
Common Stock 02/24/2024 M 1,176 A (2) 20,673 D
Common Stock 02/24/2024 F 369(3) D $71.42 20,304(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) 02/24/2024 M 1,176 (2) 02/24/2032 Common Stock 1,176 $0 1,176 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) 03/08/2031 Common Stock 824 824 D
Explanation of Responses:
1. In connection with the vesting of 1,412 shares of common stock of the Issuer ("Common Stock") on February 24, 2024, subject to an RSU award granted on February 24, 2022, 507 shares of Common Stock were forfeited to pay withholding taxes as required pursuant to the terms of the restricted stock unit ("RSU") award agreement and 905 shares of Common Stock were issued to the reporting person.
2. Given the Company's performance in 2022 and pursuant to the terms of the performance stock unit ("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 occurred on February 24, 2024. The vesting of 1,176 PSUs occurs on February 24, 2025.
3. In connection with the vesting of 1,176 shares of Common Stock on February 24, 2024, subject to a PSU award granted on February 24, 2022, 369 shares of Common Stock were forfeited to pay withholding taxes as required pursuant to the terms of the PSU award agreement and 807 shares of Common Stock were issued to the reporting person.
4. Includes (i) 9,128 shares of Common Stock, (ii) shares of Common Stock that are issuable pursuant to restricted stock units ("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; (iv) shares of Common Stock issuable pursuant to RSUs, granted on February 28, 2023, of which 2,742 shares vest on each of February 28, 2024 and February 28, 2025, and 2,743 shares vest on February 28, 2026; and (v) shares of Common Stock issuable pursuant to PSUs, granted on February 28, 2023, of which 713 shares vest on February 28, 2024.
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 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.
Remarks:
For Jeffrey Jacobs, pursuant to the Power of Attorney previously filed.
/s/ William E. McDonald, attorney-in-fact 02/27/2024
** 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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