SEC Form 4 · accession 0001593806-15-000016
Guidewire Software, Inc. · GWRE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott Roza
Officer — Chief Customer Officer
Period of report
Sep 15, 2015
Accepted (ET)
Sep 17, 2015 · 5:42 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 | 2,344 | $0.00 | A | 3,144 | D | |
| Common Stock | Sep 15, 2015 | M | 1,044 | $0.00 | A | 4,188 | D | |
| Common Stock | Sep 15, 2015 | F | 926 | $51.78 | D | 3,262 | D | |
| Common Stock | holding | — | — | — | 500 | I | by Spouse |
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 | Sep 15, 2015 | M | 2,344 | D | — | Dec 5, 2023 | Common Stock | 2,344 | 21,094 | D |
| Restricted Stock UnitF4,F3 | $0.00 | Sep 15, 2015 | M | 1,044 | D | — | Sep 4, 2024 | Common Stock | 1,044 | 5,658 | 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: 1/4th of the units vest on the one year anniversary of the vesting commencement date of December 15, 2013 and an additional 1/16th of the units vest quarterly thereafter, subject to the Reporting Person's continued service to the Issuer through ech such vesting date.
- F3The grant consists of two separate issuances of Restricted Stock Units. One issuance consists of 4,500 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 3,045 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.
- F4Shares 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.