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).
  
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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)
03/05/2025
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 03/05/2025 A 123,012(1) A $0 1,097,674(2) D
Common Stock 229,085 I See Footnote(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
Performance Units (4) 03/05/2025 A 33,548 (4) 03/05/2035 Common Stock 33,548 $0 33,548 D
Explanation of Responses:
1. 123,012 shares of common stock ("Common Stock") of Dayforce, Inc. (the "Company") that are issuable pursuant to restricted stock units ("RSUs"), granted on March 5, 2025, that vest in three annual installments beginning on March 5, 2026.
2. Includes (i) 861,166 shares of Common Stock underlying RSU and performance stock unit ("PSU") awards for which the Reporting Person has elected to defer issuance, and (ii) 214,241 unvested RSUs.
3. Indirectly owned through OsFund Inc. The Reporting Person disclaims beneficial ownership except to the extent of the Reporting Person's pecuniary interest.
4. 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. The number of PSUs reported in Table II reflects achievement at the target level of performance under the PSU agreement. Based on actual results during the period beginning January 1, 2025 and ending December 31, 2027, the aggregate number of shares of Common Stock issued may range from zero shares to 200% of the target number of shares reported in Table II. The PSUs will only vest if the achievement of the performance metric under the PSU 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 March 5, 2028.
Remarks:
For David Ossip, pursuant to the Power of Attorney previously filed.
/s/ William E. McDonald, attorney-in-fact 03/07/2025
** 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.
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