SEC Form 4 · accession 0001209191-15-027211
Guidewire Software, Inc. · GWRE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Priscilla Hung
Officer — Chief Administrative Officer
Period of report
Mar 15, 2015
Accepted (ET)
Mar 17, 2015 · 6:10 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001528396
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Mar 15, 2015 | M | 6,400 | $0.00 | A | 6,400 | D | |
| Common Stock | Mar 15, 2015 | F | 2,399 | $52.23 | D | 4,001 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2 | $0.00 | Mar 15, 2015 | M | 1,563 | D | — | — | Common Stock | 1,563 | 0 | D |
| Restricted Stock UnitsF3 | $0.00 | Mar 15, 2015 | M | 1,875 | D | — | — | Common Stock | 1,875 | 3,750 | D |
| Restricted Stock UnitsF4 | $0.00 | Mar 15, 2015 | M | 1,250 | D | — | — | Common Stock | 1,250 | 7,500 | D |
| Restricted Stock UnitsF5 | $0.00 | Mar 15, 2015 | M | 1,306 | D | — | — | Common Stock | 1,306 | 13,063 | D |
| Restricted Stock UnitsF6 | $0.00 | Mar 15, 2015 | M | 406 | D | — | — | Common Stock | 406 | 5,688 | D |
Explanation of responses
- F1Shares withheld by Issuer to cover taxes associated with settlement of Restricted Stock Units.
- F2The vesting of these Restricted Stock Units is subject to the satisfaction of both a liquidity event-based condition and time-based vesting. The liquidity event-based condition was satisfied on July 22, 2012 and the time-based vesting occurs quarterly over four years from March 15, 2011, subject to the Reporting Person's continued service to the Issuer through each such vesting date.
- F3The vesting of these Restricted Stock Units is subject to the satisfaction of both a liquidity event-based condition and time-based vesting. The liquidity event-based condition was satisfied on July 22, 2012 and the time-based vesting occurs quarterly over four years from September 15, 2011, subject to the Reporting Person's continued service to the Issuer through each such vesting date.
- F41/4th of the total grant of these Restricted Stock Units vested on September 15, 2013, as both the performance-based condition and the time-based criteria were met on that date. The performance-based condition was contingent on meeting certain financial targets for the Issuer's fiscal year 2013, which the Issuer's Board of Directors has deemed to be satisfied. With the performance-based condition satisfied, the remaining units will vest on the following time-based criteria: 1/16th of the units vest quarterly starting on December 15, 2013, subject to the Reporting Person's continued service to the Issuer through each such vesting date, until all the units have vested.
- F5The grant consists of two separate issuances of Restricted Stock Units. One issuance consists of 10,000 units which vest as follows: 1/16th of the units vest quarterly following the vesting commencement date of September 15, 2013 (the "VCD"), subject to the Reporting Person's continued service to the Issuer. The second issuance consists of 10,900 units, for which vesting is subject to the satisfaction of both performance-based conditions and time-based criteria. The performance-based conditions were previously deemed by the Issuer's Board of Directors to have been met and exceeded, and the time-based vesting criteria are as follows: 1/4th of the units vested on the one year anniversary of the VCD and an additional 1/16th of the units will vest quarterly thereafter, subject to the Reporting Person's continued service to the Issuer.
- F6The Restricted Stock Units vest as follows: 1/16th of the units vest quarterly beginning December 15, 2014, subject to the Reporting Person's continued service to the Issuer through each such vesting date.