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* Armstrong Christopher R (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) EVP, Chief Operating Officer
	3. Date of Earliest Transaction (Month/Day/Year) 02/05/2024
	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	02/05/2024		M		2,801	A	(1)	121,681	D
Common Stock	02/05/2024		M		7,428	A	(2)	129,109(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
Performance Units	(1)	02/05/2024		M			2,801	(1)	02/28/2033	Common Stock	2,801	$0	0	D
Performance Units	(2)	02/05/2024		M			7,428	(2)	02/28/2033	Common Stock	7,428	$0	18,282(4)	D
Option (right to buy)	$44.91							(5)	02/08/2029	Common Stock	50,000		50,000	D
Option (right to buy)	$44.91							(5)	02/08/2029	Common Stock	2,301		2,301	D
Option (right to buy)	$65.26							(6)	05/08/2030	Common Stock	107,244		107,244	D
Performance Units	(7)							(7)	03/08/2031	Common Stock	6,177		6,177	D
Performance Units	(8)							(8)	02/24/2032	Common Stock	11,760		11,760	D
Performance Units	(9)							(9)	02/28/2033	Common Stock	8,227		8,227	D

Explanation of Responses:

1. On February 28, 2023, the Reporting Person was granted performance stock units ("PSUs") subject to the Company's 2023 Management Incentive Plan, the vesting of which was subject to both performance-based and service-based criteria. The number of shares reported represents the number of PSUs that were earned as a result of the achievement of such performance criteria. Such earned PSUs will vest as to service on February 28, 2024, subject to the Reporting Person remaining in continuous Service (as defined in the Company's 2018 Equity Incentive Plan) of the Company as of such date.

2. On February 28, 2023, the Reporting Person was granted PSUs subject to the terms of the PSU award agreement, the vesting of which was subject to both performance-based and service-based criteria. The number of shares reported represents the number of PSUs that were earned as a result of the achievement of such performance criteria. Such earned PSUs will vest as to service on February 28, 2024, subject to the Reporting Person remaining in continuous Service (as defined in the Company's 2018 Equity Incentive Plan) of the Company as of such date. In addition to the PSUs vesting on February 28, 2024, 9,141 PSUs will vest on each of February 28, 2025 and February 28, 2026, subject to the certification of the achievement of performance-based criteria by the Compensation Committee or the Board of Directors of the Company, and adjusted to reflect actual results during each of the preceding periods beginning on January 1 and ending December 31.

3. Includes (i) 71,162 shares of common stock of the Company ("Common Stock"); (ii) shares of Common Stock issuable pursuant to restricted stock units ("RSUs"), granted on March 8, 2021, of which 6,177 shares vest on March 8, 2024; (iii) shares of Common Stock issuable pursuant to RSUs, granted on February 24, 2022, of which 7,059 shares vest on each of February 24, 2024 and February 24, 2025; (iv) shares of Common Stock issuable pursuant to RSUs, granted on February 28, 2023, of which 9,141 shares vest on each of February 28, 2024, February 28, 2025 and February 28, 2026; (v) shares of Common Stock issuable pursuant to PSUs, granted on February 28, 2023, of which 2,801 shares vest on February 28, 2024; and (vi) shares of Common Stock issuable pursuant to PSUs, granted on February 28, 2023, of which 7,428 shares vest on February 28, 2024.

4. 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 column 9 of 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 in column 9 of 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.

5. Fully vested and exercisable.

6. Consists of 80,433 vested and exercisable options as of May 8, 2023 and 26,811 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 6,177 PSUs occurs on March 8, 2024.

8. 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 5,880 PSUs occurs on each of February 24, 2024 and February 24, 2025.

9. 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 columns 7 and 9 of 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 columns 7 and 9 of 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.

Remarks:

Exhibit List 24. Power of Attorney

	/s/ William E. McDonald, attorney-in-fact	02/07/2024
	** 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.

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Exhibit 24.1

POWER OF ATTORNEY

 

March 7, 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:

 

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Ceridian HCM Holding Inc. (the “Company”) or as a stockholder of the Company or as a trustee of a stockholder of the Company, (i) Forms 3, 4, and 5, and Schedules 13D or 13G, including amendments thereto, relating to the securities of the Company in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, and (ii) Form 144 related to the sale of securities of the Company;

 

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, Form 144, or Schedule 13D or 13G, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney‑in‑fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney‑in‑fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney‑in‑fact may approve in such attorney‑in‑fact's discretion.

 

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.

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

 

 

 

/s/ Christopher R. Armstrong

Signature

 

Christopher R. Armstrong

Printed Name

 

[Signature Page to Power of Attorney]

 

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Exhibit 24.1

POWER OF ATTORNEY

 

March 7, 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:

 

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Ceridian HCM Holding Inc. (the “Company”) or as a stockholder of the Company or as a trustee of a stockholder of the Company, (i) Forms 3, 4, and 5, and Schedules 13D or 13G, including amendments thereto, relating to the securities of the Company in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, and (ii) Form 144 related to the sale of securities of the Company;

 

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, Form 144, or Schedule 13D or 13G, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney‑in‑fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney‑in‑fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney‑in‑fact may approve in such attorney‑in‑fact's discretion.

 

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]

 

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

 

 

 

/s/ Christopher R. Armstrong

Signature

 

Christopher R. Armstrong

Printed Name

 

[Signature Page to Power of Attorney]

 

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