Dayforce (DAY) Form 4/A Dayforce / David D Ossip ownership change

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).

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)
08/08/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/09/2019

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	08/08/2019		M		500,000	A	$16.8	1,021,843(1)	D
Common Stock	08/08/2019		S		500,000	D	$49.27	521,843(1)	D
Common Stock								229,085(2)(3)	I	See Note(2)(3)

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
Option (right to buy)	$16.8	08/08/2019		M			500,000	(4)	11/01/2023	Common Stock	500,000	$0(5)	1,500,000	D
Exchangeable Shares	(6)							(6)	(6)	Common Stock	8,328		8,328	D
Exchangeable Shares	(6)							(6)	(6)	Common Stock	1,860,899		1,860,899	I	See Note(7)
Option (right to buy)	$17.2							(8)	03/20/2027	Common Stock	1,250,000		1,250,000	D
Option (right to buy)	$17.88							(9)	03/30/2026	Common Stock	6,991		6,991	D
Option (right to buy)	$22							(10)	04/25/2028	Common Stock	1,358,697		1,358,697	D
Option (right to buy)	$44.91							(11)	02/08/2029	Common Stock	10,390		10,390	D
Option (right to buy)	$49.93							(12)	03/20/2029	Common Stock	1,750,000		1,750,000	D

Explanation of Responses:

1. Includes 250,000 shares issuable pursuant to vested Restricted Stock Units and 250,000 shares issuable pursuant to Restricted Stock Units that vest in two equal installments beginning on March 20, 2020.

2. Indirectly owned through OsFund Inc. Includes 1,519 shares received from a pro rata distribution on August 1, 2019 from a limited partnership of which OsFund Inc. is a limited partner. The Reporting Person disclaims beneficial ownership except to the extent of the Reporting Person's pecuniary interest.

3. Due to an administrative oversight, the Form 4/A filed on March 22, 2024 is being further amended by this Form 4/A to remove 40,553 shares from OsFund Inc.'s reported holdings that had been incorrectly included in the March 22, 2024 Form 4/A.

4. These options are vested and exercisable.

5. Not Applicable.

6. 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 adjustments. The exchangeable shares are currently exercisable and have no expiration date.

7. Indirectly owned through Osscer Inc. The Reporting Person disclaims beneficial ownership except to the extent of the Reporting Person's pecuniary interest.

8. Consists of 625,000 vested and exercisable options as of March 20, 2019 and 625,000 options that vest and become exercisable in two equal annual installments beginning on March 20, 2020.

9. Consists of 5,243 vested and exercisable options as of March 30, 2019 and 1,748 options that vest and become exercisable on March 30, 2020.

10. Consists of 339,674 vested and exercisable options as of April 25, 2019 and 1,019,023 options that vest and become exercisable in three annual installments beginning on April 25, 2020.

11. These options vest and become exercisable in four annual installments beginning on February 8, 2020.

12. These options vest and become exercisable in four annual installments beginning on March 20, 2020.

Remarks:

For David Ossip, pursuant to the Power of Attorney previously filed.

	/s/ William E. McDonald, attorney-in-fact	05/07/2024
	** Signature of Reporting Person	Date
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