Director Throop Gerald C converted options into 23,185 shares and returned $3,627,260 worth of shares to the company (55,168 units at $65.75), closing all direct ownership in the company (SEC Form 4)
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Computer Software: Prepackaged Software
Technology
| 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). | ||||||||||||||||
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Dayforce, Inc. [ DAY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/03/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/03/2026 | M(1) | 23,185(1) | A | (1) | 55,168 | D | |||
| Common Stock | 02/04/2026 | D(2) | 51,818 | D | $70(3) | 0 | D | |||
| Common Stock | 02/04/2026 | D(2) | 3,350(4) | D | (4) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Exchangeable Shares | (1) | 02/03/2026 | M | 23,185 | (1) | (1) | Common Stock | 23,185 | (1) | 0 | D | ||||
| Options (Right to Purchase) | $65.26 | 02/04/2026 | D(2) | 11,916 | (5) | 05/08/2030 | Common Stock | 11,916 | (5) | 0 | D | ||||
| Options (Right to Purchase) | $74.2 | 02/04/2026 | D(2) | 4,643 | (6) | 08/21/2030 | Common Stock | 4,643 | (6) | 0 | D | ||||
| Options (Right to Purchase) | $87.4 | 02/04/2026 | D(2) | 10,069 | (6) | 05/07/2031 | Common Stock | 10,069 | (6) | 0 | D | ||||
| Options (Right to Purchase) | $50.23 | 02/04/2026 | D(2) | 17,555 | (5) | 05/11/2032 | Common Stock | 17,555 | (5) | 0 | D | ||||
| Explanation of Responses: |
| 1. Each exchangeable share of Ceridian AcquisitionCo ULC, a wholly owned subsidiary of Issuer, was exchanged for one share of common stock of the Issuer ("Common Stock"). |
| 2. The securities were disposed of in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger dated as of August 20, 2025 (the "Merger Agreement"), by and among Dayforce, Inc. ("Issuer"), Dayforce Bidco, LLC (formerly known as Dawn Bidco, LLC) ("Parent"), and Dawn Acquisition Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into Issuer on February 4, 2026, with Issuer continuing after the merger as a wholly owned subsidiary of Parent (the effective time of such merger, the "Effective Time"). |
| 3. Pursuant to the Merger Agreement, at the Effective Time, (i) each issued and outstanding share of Common Stock of the Issuer was canceled and converted automatically into the right to receive an amount in cash equal to $70.00 per share of Common Stock (the "Merger Consideration"), and (ii) each vested but unsettled restricted stock unit ("RSU") was canceled and converted automatically into the right to receive an amount in cash equal to the Merger Consideration multiplied by the number of shares of Common Stock subject to the vested but unsettled RSU as of immediately prior to the Effective Time. |
| 4. Pursuant to the Merger Agreement, at the Effective Time, each outstanding RSU that was unvested immediately prior to the Effective Time fully vested and converted automatically into the right to receive an amount in cash equal to the number of shares subject to the RSUs multiplied by the Merger Consideration. |
| 5. Pursuant to the Merger Agreement, each vested stock option was converted into the right to receive an amount in cash equal to the number of shares of Common Stock subject to vested stock options multiplied by the excess, if any, of the Merger Consideration over the share exercise price of such vested stock option. |
| 6. Pursuant to the Merger Agreement, each vested stock option with a per share price that was equal to or greater than the Merger Consideration, as of the Effective Time, was canceled for no consideration. |
| Remarks: |
| For Gerald Throop, pursuant to the Power of Attorney previously filed. |
| /s/ William E. McDonald, attorney-in-fact | 02/04/2026 | |
| ** 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. | ||