Dayforce Inc.

11/05/2024 | Press release | Distributed by Public on 11/05/2024 15:21

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Rosen Andrea
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)
(Last) (First) (Middle)
C/O DAYFORCE, INC., 3311 EAST OLD SHAKOPEE ROAD 		3. Date of Earliest Transaction (Month/Day/Year)
11/03/2024
(Street)
MINNEAPOLIS, MN 55425 		4. If Amendment, Date 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
(City) (State) (Zip)
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 11/03/2024 F 585(1) D $75.23 10,215(2) D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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
Options (Right to Purchase) $65.26 (3) 05/08/2030 Common Stock 9,532 9,532 D
Options (Right to Purchase) $74.2 (3) 08/21/2030 Common Stock 3,869 3,869 D
Options (Right to Purchase) $87.4 (3) 05/07/2031 Common Stock 8,164 8,164 D
Options (Right to Purchase) $50.23 (3) 05/11/2032 Common Stock 14,233 14,233 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rosen Andrea
C/O DAYFORCE, INC.
3311 EAST OLD SHAKOPEE ROAD
MINNEAPOLIS, MN 55425 		X

Signatures

/s/ William E. McDonald, attorney-in-fact 11/05/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) In connection with the vesting of 1,091 shares of common stock of the Issuer ("Common Stock") on November 3, 2024, subject to a restricted stock unit ("RSU") award granted on May 3, 2024, 585 shares of Common Stock were forfeited to pay withholding taxes as required pursuant to the terms of the RSU award agreement and 506 shares of Common Stock were issued to the reporting person.
(2) Includes (i) 8,034 shares of Common Stock; and (ii) 2,181 shares of Common Stock issuable pursuant to RSUs, granted on May 3, 2024, of which 1,091 shares vest on February 3, 2025 and 1,090 shares vest on May 3, 2025.
(3) These options are fully vested and exercisable.

Remarks:
For Andrea Rosen, pursuant to the Power of Attorney previously filed.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.