SEC Form 4 · accession 0001557593-15-000026
Guidewire Software, Inc. · GWRE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Priscilla Hung
Officer — Chief Administrative Officer
Period of report
Sep 15, 2015
Accepted (ET)
Sep 17, 2015 · 4:56 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, 2015 | M | 1,875 | $0.00 | A | 1,875 | D | |
| Common Stock | Sep 15, 2015 | M | 1,250 | $0.00 | A | 3,125 | D | |
| Common Stock | Sep 15, 2015 | M | 1,306 | $0.00 | A | 4,431 | D | |
| Common Stock | Sep 15, 2015 | M | 1,507 | $0.00 | A | 5,938 | D | |
| Common Stock | Sep 15, 2015 | F | 2,465 | $51.78 | D | 3,473 | 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 UnitF3,F2 | $0.00 | Sep 15, 2015 | M | 1,875 | D | — | Jul 21, 2021 | Common Stock | 1,875 | 0 | D |
| Restricted Stock UnitF4 | $0.00 | Sep 15, 2015 | M | 1,250 | D | — | Sep 5, 2022 | Common Stock | 1,250 | 5,000 | D |
| Restricted Stock UnitF5 | $0.00 | Sep 15, 2015 | M | 1,306 | D | — | Sep 13, 2023 | Common Stock | 1,306 | 10,451 | D |
| Restricted Stock UnitF7,F6 | $0.00 | Sep 15, 2015 | M | 1,507 | D | — | Sep 4, 2024 | Common Stock | 1,507 | 8,178 | D |
Explanation of responses
- F1Shares withheld by Issuer to cover taxes associated with settlement of Restricted Stock Units.
- F2The vesting of these Restricted Stock Units is subject to the satisfaction of both a liquidity event-based condition and time-based vesting. The liquidity event-based condition was satisfied on July 22, 2012 and the time-based vesting occurs quarterly over four years from September 15, 2011, subject to the Reporting Person's continued service to the Issuer through each such vesting date. All shares under this grant are now fully vested.
- F3Excludes 20,625 units reported in error on Form 4 filed June 17, 2015.
- F41/4th of the total grant 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, until all the units have vested.
- F5The grant consists of two separate issuances of Restricted Stock Units. One issuance consists of 10,000 units which vest as follows: 1/16th of the units vest quarterly following the vesting commencement date of September 15, 2013 (the "VCD"), subject to the Reporting Person's continued service to the Issuer. The second issuance consists of 10,900 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 VCD and an additional 1/16th of the units will vest quarterly thereafter, subject to the Reporting Person's continued service to the Issuer.
- F6The grant consists of two separate issuances of Restricted Stock Units. One issuance consists of 6,500 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 4,403 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.
- F7Shares were adjusted based on the attainment of the performance-based conditions as determined by the Issuer's Board of Directors based on the Company's results for the FYE July 31, 2015.