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).
  
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1. Name and Address of Reporting Person*
Ossip David D
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2024
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 03/01/2024 A 102,564(1) A $0 794,527(2)(3) D
Common Stock 229,085(4) I See Note(4)
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 (5) 03/01/2024 A 6,447 (5) 03/01/2034 Common Stock 6,447 $0 6,447 D
Performance Units (6) 03/01/2024 A 102,564 (6) 03/01/2034 Common Stock 102,564 $0 102,564 D
Performance Units (7) 03/01/2024 A 29,304 (7) 03/01/2034 Common Stock 29,304 $0 29,304 D
Performance Units (8) 03/01/2024 A 5,567 (8) 03/01/2034 Common Stock 5,567 $0 5,567 D
Exchangeable Shares(9) (9) (9) (9) Common Stock 8,328 8,328 D
Exchangeable Shares(9) (9) (9) (9) Common Stock 1,860,902 1,860,902 I See Note(10)
Option (right to buy) $22 (11) 04/25/2028 Common Stock 858,697 858,697 D
Option (right to buy) $44.91 (11) 02/08/2029 Common Stock 10,390 10,390 D
Option (right to buy) $49.93 (11) 03/20/2029 Common Stock 1,750,000 1,750,000 D
Option (right to buy) $65.26 (12)(13) 05/08/2030 Common Stock 1,500,000 1,500,000 D
Option (right to buy) $65.26 (14) 05/08/2030 Common Stock 321,734 321,734 D
Option (right to buy) $80.95 (15) 03/08/2031 Common Stock 226,931 226,931 D
Performance Units (16) (16) 03/08/2031 Common Stock 4,942 4,942 D
Performance Units (17) (17) 03/08/2031 Common Stock 27,794 27,794 D
Performance Units (18) (18) 02/24/2032 Common Stock 4,705 4,705 D
Performance Units (19) (19) 02/24/2032 Common Stock 52,922 52,922 D
Performance Units (20) (20) 02/28/2033 Common Stock 27,423 27,423 D
Performance Units (21) (21) 02/28/2033 Common Stock 5,088 5,088 D
Performance Units (22)(23) (22)(23) 02/28/2033 Common Stock 64,276 64,276 D
Explanation of Responses:
1. 102,564 shares of common stock of the Issuer ("Common Stock") that are issuable pursuant to restricted stock units ("RSUs"), granted on March 1, 2024, that vest in three annual installments beginning on March 1, 2025.
2. Includes 22,267 shares of Common Stock, 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 RSUs 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.
3. 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) 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.
4. Indirectly owned through OsFund Inc. The Reporting Person disclaims beneficial ownership except to the extent of the Reporting Person's pecuniary interest.
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.
6. 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.
7. 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.
8. 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.
9. Represents exchangeable shares of Ceridian AcquisitionCo ULC, a wholly owned subsidiary of the Issuer, that are exchangeable at the option of the holder for shares of common stock of the Issuer. Each exchangeable share is convertible into one share of common stock of the Issuer, subject to adjustment. The exchangeable shares are currently exercisable and have no expiration date.
10. Indirectly owned through Osscer Inc. The Reporting Person disclaims beneficial ownership except to the extent of the Reporting Person's pecuniary interest.
11. Fully vested and exercisable.
12. The vesting conditions for this award are based on the Issuer's performance on the New York Stock Exchange ("NYSE") with (i) 750,000 shares available to vest when the Issuer'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 Issuer'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").
13. 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.
14. Consists of 241,300 vested and exercisable options as of May 8, 2023, and 80,434 options that vest and become exercisable on May 8, 2024.
15. Consists of 113,465 vested and exercisable options as of March 8, 2023, and 56,733 options that vest and become exercisable on each of March 8, 2024 and March 8, 2025.
16. The vesting of 4,942 PSUs 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.
17. The vesting of 9,264 PSUs occurred on March 8, 2022 and the vesting of 9,265 PSUs occurred on March 8, 2023, and the recipient has until March 8, 2031 to elect to convert any or all of the vested PSUs into shares of Common Stock. The vesting of 9,265 PSUs occurs on March 8, 2024.
18. 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.
19. 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.
20. 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.
21. 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.
22. 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.
23. 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.
Remarks:
For David Ossip, pursuant to the Power of Attorney previously filed.
/s/ William E. McDonald, attorney-in-fact 03/05/2024
** 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.
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