SEC Form 4 · accession 0001586253-15-000017
Guidewire Software, Inc. · GWRE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Winston King
Officer — General Counsel and Secretary
Period of report
Jun 15, 2015
Accepted (ET)
Jun 16, 2015 · 7:33 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 | Jun 15, 2015 | M | 1,437 | $0.00 | A | 1,437 | D | |
| Common Stock | Jun 15, 2015 | M | 261 | $0.00 | A | 1,698 | D | |
| Common Stock | Jun 15, 2015 | M | 312 | $0.00 | A | 2,010 | D | |
| Common Stock | Jun 15, 2015 | F | 754 | $50.67 | D | 1,256 | 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 UnitF2 | $0.00 | Jun 15, 2015 | M | 1,437 | D | — | Mar 8, 2023 | Common Stock | 1,437 | 10,063 | D |
| Restricted Stock UnitF3 | $0.00 | Jun 15, 2015 | M | 261 | D | — | Sep 13, 2023 | Common Stock | 261 | 2,352 | D |
| Restricted Stock UnitF4 | $0.00 | Jun 15, 2015 | M | 312 | D | — | Sep 4, 2024 | Common Stock | 312 | 4,063 | D |
Explanation of responses
- F1Shares withheld by Issuer to cover taxes associated with settlement of Restricted Stock Units.
- F2The Restricted Stock Units vest as follows: 25% of the units vest one year following the vesting commencement date of March 15, 2013 and 6.25% each quarter thereafter, subject to the Reporting Person's continued service to the Issuer through each such vesting date.
- F3The grant consists of two separate issuances of Restricted Stock Units. One issuance consists of 2,000 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 2,180 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.
- F4The Restricted Stock Units vest as follows: 1/16th of the units vest quarterly starting December 15, 2014, subject to the Reporting Person's continued service to the Issuer through each such vesting date.