SEC Form 4 · accession 0001586253-15-000056
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
Dec 15, 2015
Accepted (ET)
Dec 17, 2015 · 4:37 pm EST
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 | Dec 15, 2015 | M | 1,437 | $0.00 | A | 1,437 | D | |
| Common Stock | Dec 15, 2015 | M | 125 | $0.00 | A | 1,562 | D | |
| Common Stock | Dec 15, 2015 | M | 136 | $0.00 | A | 1,698 | D | |
| Common Stock | Dec 15, 2015 | M | 312 | $0.00 | A | 2,010 | D | |
| Common Stock | Dec 15, 2015 | M | 211 | $0.00 | A | 2,221 | D | |
| Common Stock | Dec 15, 2015 | M | 531 | $0.00 | A | 2,752 | D | |
| Common Stock | Dec 15, 2015 | F | 1,032 | $58.32 | D | 1,720 | 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 | Dec 15, 2015 | M | 1,437 | D | — | Mar 8, 2023 | Common Stock | 1,437 | 7,188 | D |
| Restricted Stock UnitF3 | $0.00 | Dec 15, 2015 | M | 125 | D | — | Sep 13, 2023 | Common Stock | 125 | 1,966 | D |
| Restricted Stock UnitF3 | $0.00 | Dec 15, 2015 | M | 136 | D | — | Sep 13, 2023 | Common Stock | 136 | 1,830 | D |
| Restricted Stock UnitF4 | $0.00 | Dec 15, 2015 | M | 312 | D | — | Sep 4, 2024 | Common Stock | 312 | 5,976 | D |
| Restricted Stock UnitF4 | $0.00 | Dec 15, 2015 | M | 211 | D | — | Sep 4, 2024 | Common Stock | 211 | 5,765 | D |
| Restricted Stock UnitF5 | $0.00 | Dec 15, 2015 | M | 531 | D | — | Sep 3, 2025 | Common Stock | 531 | 16,469 | 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 grant consists of two separate issuances of Restricted Stock Units. One issuance consists of 5,000 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 3,384 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 grant consists of two separate issuances of Restricted Stock Units. One issuance consists of 8,500 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 8,500 units, for which vesting 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 for FY2016, determined by the Issuer, are met. The time-based criteria are as follows: 1/4th of the units vest 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. Both performance-based conditions and time-based criteria must be met for vesting to occur.