Ownership Submission
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FORM 4
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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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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Throop Gerald C
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2. Issuer Name and Ticker or Trading Symbol
Dayforce, Inc. [DAY]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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(Last)
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(First)
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(Middle)
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C/O DAYFORCE, INC. , 3311 EAST OLD SHAKOPEE ROAD
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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MINNEAPOLIS
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MN
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55425
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Throop Gerald C
C/O DAYFORCE, INC.
3311 EAST OLD SHAKOPEE ROAD
MINNEAPOLIS, MN55425
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Signatures
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/s/ William E. McDonald, attorney-in-fact
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2024-05-07
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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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.
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(2)
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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.
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(3)
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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.
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(4)
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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.
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(5)
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These options are fully vested and exercisable.
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