Joseph B Korngiebel Form 4 Dayforce / Joseph B Korngiebel 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^*

Korngiebel Joseph B

(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, CPTO

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2024

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	02/24/2024		F		2,567(1)	D	$71.42	120,290	D
Common Stock	02/24/2024		M		5,880	A	(2)	126,170	D
Common Stock	02/24/2024		F		2,098(3)	D	$71.42	124,072(4)	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	(2)	02/24/2024		M			5,880	(2)	02/24/2032	Common Stock	5,880	$0	5,880	D
Performance Units	(5)							(5)	03/08/2031	Common Stock	6,177		6,177	D
Performance Units	(6)							(6)	02/28/2033	Common Stock	8,227		8,227	D
Performance Units	(7)							(7)	02/28/2033	Common Stock	18,282		18,282	D

Explanation of Responses:

1. In connection with the vesting of 7,059 shares of common stock of the Issuer ("Common Stock") on February 24, 2024, subject to an RSU award granted on February 24, 2022, 2,567 shares of Common Stock were forfeited to pay withholding taxes as required pursuant to the terms of the restricted stock unit ("RSU") award agreement and 4,492 shares of Common Stock were issued to the reporting person.

2. Given the Company's performance in 2022 and pursuant to the terms of the performance stock unit ("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 occurred on February 24, 2024. The vesting of 5,880 PSUs occurs on February 24, 2025.

3. In connection with the vesting of 5,880 shares of Common Stock on February 24, 2024, subject to a PSU award granted on February 24, 2022, 2,098 shares of Common Stock were forfeited to pay withholding taxes as required pursuant to the terms of the PSU award agreement and 3,782 shares of Common Stock were issued to the reporting person.

4. Includes (i) 73,616 shares of 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 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 2,369 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.

5. 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.

6. 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.

7. 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.

Remarks:

For Joseph Korngiebel, pursuant to the Power of Attorney previously filed.

	/s/ William E. McDonald, attorney-in-fact	02/27/2024
	** Signature of Reporting Person	Date
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