SEC Form 4 · accession 0001557593-16-000072
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 13, 2016
Accepted (ET)
Sep 15, 2016 · 5:47 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 13, 2016 | M | 345 | $32.25 | A | 345 | D | |
| Common Stock | Sep 13, 2016 | M | 281 | $32.25 | A | 626 | D | |
| Common Stock | Sep 13, 2016 | M | 135 | $45.27 | A | 761 | D | |
| Common Stock | Sep 13, 2016 | M | 209 | $46.77 | A | 970 | D | |
| Common Stock | Sep 13, 2016 | S | 761 | $61.45 | D | 209 | D | |
| Common Stock | Sep 13, 2016 | S | 209 | $61.77 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Incentive Stock Option (right to buy)F2 | $32.25 | Sep 13, 2016 | M | 345 | D | — | Sep 5, 2022 | Common Stock | 345 | 0 | D |
| Non-Qualified Stock Option (right to buy)F2 | $32.25 | Sep 13, 2016 | M | 281 | D | — | Sep 5, 2022 | Common Stock | 281 | 0 | D |
| Non-Qualified Stock Option (right to buy)F3 | $45.27 | Sep 13, 2016 | M | 135 | D | — | Sep 4, 2024 | Common Stock | 135 | 1,761 | D |
| Non-Qualified Stock Option (right to buy)F4 | $46.77 | Sep 13, 2016 | M | 209 | D | — | Sep 13, 2023 | Common Stock | 209 | 625 | D |
| Restricted Stock UnitF5 | $0.00 | Sep 13, 2016 | A | 7,500 | A | — | Sep 13, 2026 | Common Stock | 7,500 | 7,500 | D |
| Restricted Stock UnitF6 | $0.00 | Sep 13, 2016 | A | 3,750 | A | — | Sep 13, 2026 | Common Stock | 3,750 | 11,250 | D |
| Restricted Stock UnitF7 | $0.00 | Sep 13, 2016 | A | 3,750 | A | — | Sep 13, 2026 | Common Stock | 3,750 | 15,000 | D |
Explanation of responses
- F1Automatic option exercise and same day sale pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 23, 2015.
- F2When both ISO and NQ Stock Options granted on September 5, 2012 are combined, they vest over four years as follows: 1/48 of the underlying shares vest monthly following the vesting commencement date of September 5, 2012, subject to the Reporting Person's continuous service.
- F3When both ISO and NQ Stock Options granted on September 4, 2014 are combined, they vest over four years as follows: 1/48 of the underlying shares vest monthly following the vesting commencement date of September 4, 2014, subject to the Reporting Person's continuous service.
- F4When both ISO and NQ Stock Options granted on September 13, 2013 are combined, they vest over four years of continuous service as follows: 1/48th of the underlying shares vest monthly following the vesting commencement date of September 13, 2013.
- F5The 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.
- F6The 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.
- F7Each 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.