SEC Form 4 · accession 0001540041-18-000008
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
Mar 15, 2018
Accepted (ET)
Mar 15, 2018 · 5:38 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, 2018 | M | 18,090 | $0.00 | A | 43,353 | 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 | Mar 15, 2018 | M | 4,341 | D | — | Sep 3, 2025 | Common Stock | 4,341 | 26,043 | D |
| Performance SharesF3,F2 | $0.00 | Mar 15, 2018 | M | 2,408 | D | — | Sep 16, 2026 | Common Stock | 2,408 | 110,863 | D |
| Restricted Stock UnitF4 | $0.00 | Mar 15, 2018 | M | 1,558 | D | — | Sep 4, 2024 | Common Stock | 1,558 | 10,019 | D |
| Restricted Stock UnitF4 | $0.00 | Mar 15, 2018 | M | 2,301 | D | — | Sep 4, 2024 | Common Stock | 2,301 | 7,718 | D |
| Restricted Stock UnitF1 | $0.00 | Mar 15, 2018 | M | 2,894 | D | — | Sep 3, 2025 | Common Stock | 2,894 | 17,361 | D |
| Restricted Stock UnitF2 | $0.00 | Mar 15, 2018 | M | 2,611 | D | — | Sep 16, 2026 | Common Stock | 2,611 | 26,107 | D |
| Restricted Stock UnitF5 | $0.00 | Mar 15, 2018 | M | 1,977 | D | — | Sep 12, 2027 | Common Stock | 1,977 | 27,684 | 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 was 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 grant consists of four separate issuances of Restricted Stock Units, each with vesting subject to the Reporting Person's continued service to the Issuer. The first is 41,771 units vesting as follows: 1/16th of the units vest quarterly commencing December 15, 2016. The second is 38,529 units, for which vesting was subject to the satisfaction of both performance-based conditions and time-based criteria. The performance-based conditions were deemed met and exceeded by the Issuer's Board of Directors, and the time-based vesting criteria are as follows: 1/4th of the units vested on September 15, 2017 and an additional 1/16th of the units will vest quarterly thereafter. The third and fourth consist of units for which vesting will be determined based on (i) the Issuer's total shareholder return percentile ranking relative to a set peer group, over a three year period ending on July 31, 2019 and (ii) attainment of certain financial targets by Issuer over the same period.
- F3The number of shares reported in Column 9 of Table II represents the 2016 Performance Stock Unit ("PSU") and the Total Shareholder Return grants less the number of PSU shares vested as of this Transaction 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.
- F5The 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.