SEC Form 4 · accession 0001540041-15-000008
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
Sep 3, 2015
Accepted (ET)
Sep 4, 2015 · 9:09 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001528396
Table I — non-derivative securities
No Table I lines on this filing.
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 | Sep 3, 2015 | A | 46,296 | A | — | Sep 3, 2025 | Common Stock | 46,296 | 46,296 | D |
| Restricted Stock UnitF2 | $0.00 | Sep 3, 2015 | A | 46,296 | A | — | Sep 3, 2025 | Common Stock | 46,296 | 92,592 | D |
Explanation of responses
- F1The Restricted Stock Units vest as follows: 1/16th of the units vest quarterly commencing December 15, 2015, subject to the Reporting Person's continued service to the Issuer through each such vesting date.
- F2The vesting of these Restricted Stock Units is subject to the satisfaction of both performance-based conditions and time-based criteria. The performance-based conditions will be satisfied if certain financial targets, determined by the Issuer, are met over the course of the Issuer's 2016 fiscal year. If the performance-based conditions for fiscal year 2016 are not met, then none of the shares will vest. If the performance-based conditions for fiscal year 2016 are achieved, as determined by the Issuer, then units will vest as the time-based criteria are satisfied. The time-based vesting criteria are as follows: 1/4th of the units vest on the one year anniversary of the vesting commencement date of September 15, 2015 and an additional 1/16th of the units will vest quarterly thereafter, subject to (1) the previously mentioned fiscal year 2016 performance-based conditions being met, and (2) the Reporting Person's continued service to the Issuer through each such vesting date.