SEC Form 4 · accession 0001540041-16-000051

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 16, 2016

Accepted (ET)

Sep 20, 2016 · 4:55 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
Performance Shares^F1	$0.00	Sep 16, 2016	A	31,328	A	—	Sep 16, 2026	Common Stock	31,328	31,328	D
Performance Shares^F2	$0.00	Sep 16, 2016	A	10,442	A	—	Sep 16, 2026	Common Stock	10,442	41,770	D
Performance Shares^F3	$0.00	Sep 16, 2016	A	83,542	A	—	Sep 16, 2026	Common Stock	83,542	125,312	D
Restricted Stock Unit^F4	$0.00	Sep 16, 2016	A	41,771	A	—	Sep 16, 2026	Common Stock	41,771	41,771	D

Explanation of responses

F1The 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 2017 fiscal year. If the performance-based conditions for fiscal year 2017 are not met, then none of the shares will vest. If the performance-based conditions for fiscal year 2017 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, 2016 and an additional 1/16th of the units will vest quarterly thereafter, subject to (1) the previously mentioned fiscal year 2017 performance-based conditions being met, and (2) the Reporting Person's continued service to the Issuer through each such vesting date.
F2Each Performance Restricted Stock Unit ("Performance RSU") represents a contingent right to receive, pursuant to the Issuer's 2011 Stock Plan and Long-Term Incentive Plan, one share of the Issuer's common stock. Between 0% to 200% of the reported target number of Performance RSUs may be earned, based on the Company's total shareholder return percentile ranking relative to the software companies in the S&P Software and Services Select Industry Index for a three-year cumulative performance period commencing August 1, 2016 and ending July 31, 2019 (the "Performance Measurement Period"). All earned Performance RSUs will vest at the end of the Performance Measurement Period, subject to the Reporting Person's continued service to the Issuer through such date.
F3Each Performance Restricted Stock Unit ("Performance RSU") represents a contingent right to receive, pursuant to the Issuer's 2011 Stock Plan and CEO Long-Term Incentive Plan, one share of the Issuer's common stock. Between 0% to 300% of the reported target number of Performance RSUs may be earned, based on (i) the Company's total stockholder return percentile ranking relative to the software companies in the S&P Software and Services Select Industry Index (the "TSR Rank") for a two-year cumulative performance period commencing August 1, 2016 and ending July 31, 2018, (ii) the Company's TSR Rank for a three-year cumulative performance period commencing August 1, 2016 and ending July 31, 2019 (the "Performance Measurement Period"), and (iii) a revenue/operating multiplier. All earned Performance RSUs will vest at the end of the Performance Measurement Period, subject to the Reporting Person's continued service to the Issuer through such date.
F4The Restricted Stock Units vest as follows: 1/16th of the units vest quarterly commencing December 15, 2016, subject to the Reporting Person's continued service to the Issuer through each such vesting date.