SEC Form 4 · accession 0001340922-15-000009
Guidewire Software, Inc. · GWRE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Marcus Ryu
Officer — CEO and President · Director
Period of report
Mar 15, 2015
Accepted (ET)
Mar 17, 2015 · 8:17 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 | 54,926 | $0.00 | A | 120,801 | D | |
| Common Stock | Mar 15, 2015 | F | 26,758 | $52.23 | D | 94,043 | D | |
| Common Stock | Mar 15, 2015 | M | 1,875 | $0.00 | A | 95,918 | D | |
| Common Stock | Mar 15, 2015 | F | 704 | $52.23 | D | 95,214 | D | |
| Common Stock | Mar 15, 2015 | M | 1,951 | $0.00 | A | 97,165 | D | |
| Common Stock | Mar 15, 2015 | F | 733 | $52.23 | D | 96,432 | D | |
| Common Stock | Mar 15, 2015 | M | 2,301 | $0.00 | A | 98,733 | D | |
| Common Stock | Mar 15, 2015 | F | 883 | $52.23 | D | 97,850 | 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 UnitF2 | $0.00 | Mar 15, 2015 | M | 54,926 | D | — | Mar 8, 2021 | Common Stock | 54,926 | 0 | D |
| Restricted Stock UnitF3 | $0.00 | Mar 15, 2015 | M | 1,875 | D | — | Sep 5, 2022 | Common Stock | 1,875 | 11,250 | D |
| Restricted Stock UnitF4 | $0.00 | Mar 15, 2015 | M | 1,951 | D | — | Sep 17, 2023 | Common Stock | 1,951 | 19,507 | D |
| Restricted Stock UnitF5 | $0.00 | Mar 15, 2015 | M | 2,301 | D | — | Sep 4, 2024 | Common Stock | 2,301 | 32,214 | 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 performance-based conditions, a liquidity event-based condition, and time-based vesting. The performance-based conditions were deemed by the Issuer's Board of Directors to have been satisfied as of September 5, 2012, 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.
- F31/4th 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 ot the Issuer through each such vesting date.
- F4The Restricted Stock Units vest as follows: 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.
- F5The Restricted Stock Units vest as follows: 1/16th of the units vest quarterly starting on December 15, 2014, subject to the Reporting Person's continued service to the Issuer through each such vesting date.