Sec Form 4 Filing - Korngiebel Joseph B @ Dayforce, Inc. - 2025-02-03

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Korngiebel Joseph B
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, CSPTO
(Last) (First) (Middle)
C/O DAYFORCE, INC., 3311 EAST OLD SHAKOPEE ROAD
3. Date of Earliest Transaction (MM/DD/YY)
02/03/2025
(Street)
MINNEAPOLIS, MN55425
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/03/2025 M 35,135 ( 1 ) A $ 0 205,325 ( 2 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Performance Units ( 3 ) 02/03/2025 M( 1 ) 8,428 ( 3 ) 02/28/2033 Common Stock 8,428 $ 0 9,141 D
Performance Units ( 4 ) 02/03/2025 M( 1 ) 2,690 ( 4 ) 03/01/2034 Common Stock 2,690 $ 0 0 D
Performance Units ( 3 ) 02/03/2025 M( 1 ) 11,929 ( 3 ) 03/01/2034 Common Stock 11,929 $ 0 24,420 D
Performance Units ( 5 ) 02/03/2025 M( 1 ) 12,088 ( 5 ) 03/01/2034 Common Stock 12,088 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Korngiebel Joseph B
C/O DAYFORCE, INC.
3311 EAST OLD SHAKOPEE ROAD
MINNEAPOLIS, MN55425
EVP, CSPTO
Signatures
/s/ William E. McDonald, attorney-in-fact 02/05/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On February 3, 2025, the Compensation Committee of Dayforce, Inc.'s (the "Company") Board of Directors determined that the performance conditions under the applicable performance stock unit ("PSU") award agreements (the "PSU Agreement") had been met, resulting in the vesting as to performance of these PSUs disclosed herein.
( 2 )Includes 75,263 unvested restricted stock units and 41,015 unvested PSUs.
( 3 )Each PSU represents a contingent right to receive shares of common stock ("Common Stock") of the Company based upon the degree to which one or more of the performance metrics contained in the PSU Agreement are satisfied annually over a three-year period.
( 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 under the Company's 2024 Management Incentive Plan are satisfied.
( 5 )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 Agreement is satisfied.

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

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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