SEC Form 4 · accession 0001540041-15-000002
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
Jun 15, 2015
Accepted (ET)
Jun 16, 2015 · 7:36 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 | Jun 15, 2015 | M | 1,875 | $0.00 | A | 99,725 | D | |
| Common Stock | Jun 15, 2015 | M | 1,950 | $0.00 | A | 101,675 | D | |
| Common Stock | Jun 15, 2015 | M | 2,301 | $0.00 | A | 103,976 | 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 UnitF1 | $0.00 | Jun 15, 2015 | M | 1,875 | D | — | Sep 5, 2022 | Common Stock | 1,875 | 9,375 | D |
| Restricted Stock UnitF2 | $0.00 | Jun 15, 2015 | M | 1,950 | D | — | Sep 17, 2023 | Common Stock | 1,950 | 17,557 | D |
| Restricted Stock UnitF3 | $0.00 | Jun 15, 2015 | M | 2,301 | D | — | Sep 4, 2024 | Common Stock | 2,301 | 29,913 | D |
Explanation of responses
- F11/4th 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.
- F2The 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.
- F3The 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.