SEC Form 4 · accession 0001540041-16-000049
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 15, 2016
Accepted (ET)
Sep 19, 2016 · 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 | Sep 15, 2016 | M | 1,951 | $0.00 | A | 1,951 | D | |
| Common Stock | Sep 15, 2016 | M | 2,301 | $0.00 | A | 4,252 | D | |
| Common Stock | Sep 15, 2016 | M | 1,558 | $0.00 | A | 5,810 | D | |
| Common Stock | Sep 15, 2016 | M | 17,361 | $0.00 | A | 23,171 | D | |
| Common Stock | Sep 15, 2016 | M | 2,894 | $0.00 | A | 26,065 | D | |
| Common Stock | Sep 15, 2016 | M | 1,875 | $0.00 | A | 27,940 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance SharesF1 | $0.00 | Sep 15, 2016 | M | 17,361 | D | — | Sep 3, 2025 | Common Stock | 17,361 | 52,086 | D |
| Restricted Stock UnitF2 | $0.00 | Sep 15, 2016 | M | 1,875 | D | — | Sep 5, 2022 | Common Stock | 0 | 0 | D |
| Restricted Stock UnitF3 | $0.00 | Sep 15, 2016 | M | 1,951 | D | — | Sep 17, 2023 | Common Stock | 1,951 | 7,803 | D |
| Restricted Stock UnitF4 | $0.00 | Sep 15, 2016 | M | 2,301 | D | — | Sep 4, 2024 | Common Stock | 2,301 | 32,430 | D |
| Restricted Stock UnitF4 | $0.00 | Sep 15, 2016 | M | 1,558 | D | — | Sep 4, 2024 | Common Stock | 1,558 | 30,872 | D |
| Restricted Stock UnitF1 | $0.00 | Sep 15, 2016 | M | 2,894 | D | — | Sep 3, 2025 | Common Stock | 2,894 | 34,722 | D |
Explanation of responses
- F1The 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 69,447 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 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.
- F2The vesting of these Restricted Stock Units is subject to the satisfaction of time-based vesting and a performance-based condition. The time-based vesting occurs quarterly over four years from September 15, 2012, subject to the Reporting Person's continued service to the Issuer through each such vesting date. The performance-based condition will be satisfied if certain targets determined by the Issuer are met. If the performance-based vesting is achieved, then any Restricted Stock Units that had previously satisfied the time-based vesting shall become fully vested and any Restricted Stock Units that had not previously satisfied the time-based vesting shall become fully vested as such time-based vesting is satisfied.
- F3The 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.
- F4The 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.