DAY Dayforce Inc

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Throop Gerald C (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 Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/03/2024
	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	05/03/2024		A		6,458(1)	A	$0	25,283(2)(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 (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
Exchangeable Shares	(4)							(4)	(4)	Common Stock	23,185		23,185	D
Options (Right to Purchase)	$65.26							(5)	05/08/2030	Common Stock	11,916		11,916	D
Options (Right to Purchase)	$74.2							(5)	08/21/2030	Common Stock	4,643		4,643	D
Options (Right to Purchase)	$87.4							(5)	05/07/2031	Common Stock	10,069		10,069	D
Options (Right to Purchase)	$50.23							(5)	05/11/2032	Common Stock	17,555		17,555	D

Explanation of Responses:

1. 6,458 shares of common stock of the Issuer ("Common Stock") that are issuable pursuant to restricted stock units ("RSUs"), granted on May 3, 2024, that vest as to 25% of the RSU on the last day of each three-month period commencing on the date of grant.

2. 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) 7,955 RSUs granted on April 25, 2018, that are issuable as shares of Common Stock at the election of the recipient; (ii) 3,988 RSUs granted on May 15, 2019, that are issuable as shares of Common Stock at the election of the recipient; (iii) 2,695 RSUs granted on August 21, 2020, that are issuable as shares of Common Stock at the election of the recipient; and (iv) of the 4,187 RSUs granted on May 15, 2023, 3,141 RSUs are issuable as shares of Common Stock at the election of the recipient, and 1,046 RSUs will vest and become issuable as shares of Common Stock at the election of the recipient on May 15, 2024.

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) 6,458 shares of Common Stock issuable pursuant to RSUs, granted on May 3, 2024, that vest and become issuable at the election of the recipient as to 25% of the RSU on the last day of each three-month period commencing on the date of grant.

4. 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.

5. These options are fully vested and exercisable.

Remarks:

Exhibit List 24. Power of Attorney

	/s/ William E. McDonald, attorney-in-fact	05/07/2024
	** 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.

---

POWER OF ATTORNEY

 

August 31, 2023

 

 

Know all by these present, that the undersigned hereby constitutes and appoints William E. McDonald, Erik J. Didrikson, and Andrea R. Bastyr, or any one of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney‑in‑fact to:

 

 

The undersigned hereby grants to each such attorney‑in‑fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney‑in‑fact, or such attorney‑in‑fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys‑in‑fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with, or liabilities that may arise under, Section 16 of the Securities Exchange Act of 1934.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5, file Form 144, or Schedules 13D or 13G with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys‑in‑fact.

 

This Power of Attorney shall not revoke any powers of attorney previously executed by the undersigned. This Power of Attorney shall not be revoked by any subsequent power of attorney that the undersigned may execute, unless such subsequent power of attorney specifically provides that it revokes this Power of Attorney by referring to the date of the undersigned’s execution of this Power of Attorney.

[The remainder of this page has been intentionally left blank]

 

---

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the day and year first above written.

 

 

 

/s/ Gerald C. Throop

Signature

 

Gerald C. Throop

Printed Name

 

---

---

POWER OF ATTORNEY

 

August 31, 2023

 

 

Know all by these present, that the undersigned hereby constitutes and appoints William E. McDonald, Erik J. Didrikson, and Andrea R. Bastyr, or any one of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney‑in‑fact to:

 

 

The undersigned hereby grants to each such attorney‑in‑fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney‑in‑fact, or such attorney‑in‑fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys‑in‑fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with, or liabilities that may arise under, Section 16 of the Securities Exchange Act of 1934.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5, file Form 144, or Schedules 13D or 13G with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys‑in‑fact.

 

This Power of Attorney shall not revoke any powers of attorney previously executed by the undersigned. This Power of Attorney shall not be revoked by any subsequent power of attorney that the undersigned may execute, unless such subsequent power of attorney specifically provides that it revokes this Power of Attorney by referring to the date of the undersigned’s execution of this Power of Attorney.

[The remainder of this page has been intentionally left blank]

 

---

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the day and year first above written.

 

 

 

/s/ Gerald C. Throop

Signature

 

Gerald C. Throop

Printed Name

 

---

---