SEC Form 4 · accession 0001540041-16-000031
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, 2016
Accepted (ET)
Mar 16, 2016 · 4:17 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, 2016 | M | 1,875 | $0.00 | A | 15,832 | D | |
| Common Stock | Mar 15, 2016 | M | 1,950 | $0.00 | A | 17,782 | D | |
| Common Stock | Mar 15, 2016 | M | 2,301 | $0.00 | A | 20,083 | D | |
| Common Stock | Mar 15, 2016 | M | 1,558 | $0.00 | A | 21,641 | D | |
| Common Stock | Mar 15, 2016 | M | 2,894 | $0.00 | A | 24,535 | 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 | Mar 15, 2016 | M | 1,875 | D | — | Sep 5, 2022 | Common Stock | 1,875 | 3,750 | D |
| Restricted Stock UnitF2 | $0.00 | Mar 15, 2016 | M | 1,950 | D | — | Sep 17, 2023 | Common Stock | 1,950 | 11,705 | D |
| Restricted Stock UnitF3 | $0.00 | Mar 15, 2016 | M | 2,301 | D | — | Sep 4, 2024 | Common Stock | 2,301 | 40,148 | D |
| Restricted Stock UnitF3 | $0.00 | Mar 15, 2016 | M | 1,558 | D | — | Sep 4, 2024 | Common Stock | 1,558 | 38,590 | D |
| Restricted Stock UnitF4 | $0.00 | Mar 15, 2016 | M | 2,894 | D | — | Sep 3, 2025 | Common Stock | 2,894 | 86,805 | 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 to 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 grant consists of two separate issuances of Restricted Stock Units. One issuance consists of 36,816 units which vest as follows: 1/16th of the units vest quarterly following the vesting commencement date of September 15, 2014 (the "VCD"), subject to the Reporting Person's continued service to the Issuer. The second issuance consists of 24,928 units, for which vesting was subject to the satisfaction of both performance-based conditions and time-based criteria. Attainment regarding the performance-based conditions was determined by the Issuer's Board of Directors based on the Issuer's results for FYE July 31, 2015 and the time-based vesting criteria are as follows: 1/4th of the units vested on September 15, 2015, 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.
- F4The grant consists of two separate issuances of Restricted Stock Units. One issuance consists of 46,296 units which 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. The second issuance consists of 46,296 units, for which vesting 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 for FY2016, determined by the Issuer, are met. The time-based 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 the Reporting Person's continued service to the Issuer. Both performance-based conditions and time-based criteria must be met for vesting to occur.