SEC Form 4 · accession 0001540041-17-000034
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 12, 2017
Accepted (ET)
Sep 14, 2017 · 6:07 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 12, 2017 | A | 31,638 | A | — | Sep 12, 2027 | Common Stock | 31,638 | 31,638 | D |
| Restricted Stock UnitF2 | $0.00 | Sep 12, 2017 | A | 50,620 | A | — | Sep 12, 2027 | Common Stock | 50,620 | 82,258 | D |
| Restricted Stock UnitF3 | $0.00 | Sep 12, 2017 | A | 12,655 | A | — | Sep 12, 2027 | Common Stock | 12,655 | 94,913 | D |
| Restricted Stock UnitF4 | $0.00 | Sep 12, 2017 | A | 31,638 | A | — | Sep 12, 2027 | Common Stock | 31,638 | 126,551 | D |
Explanation of responses
- F1The Restricted Stock Units vest as follows: 1/16th of the units vest quarterly commencing December 15, 2017, 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 2018 fiscal year. If the performance-based conditions for fiscal year 2018 are not met, then none of the shares will vest. If the performance-based conditions for fiscal year 2018 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, 2017 and an additional 1/16th of the units will vest quarterly thereafter, subject to (1) the previously mentioned fiscal year 2018 performance-based conditions being met, and (2) the Reporting Person's continued service to the Issuer through each such vesting date.
- F3Each Performance Restricted Stock Unit ("Performance RSU") represents a contingent right to receive one share of the Issuer's common stock. Between 0% to 125% 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, 2017 and ending July 31, 2020 (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 vesting date.
- F4Each Performance Restricted Stock Unit ("Performance RSU") represents a contingent right to receive one share of the Issuer's common stock. Between 0% to 125% of the reported target number of Performance RSUs may be earned, based on (i) 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, 2017 and ending July 31, 2020 (the "Performance Measurement Period") and (ii) attainment of certain financial targets for Issuer's 2018 fiscal year. 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 vesting date