SEC Form 4 · accession 0001593806-16-000055
Guidewire Software, Inc. · GWRE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott Roza
Officer — Chief Business Officer
Period of report
Jun 15, 2016
Accepted (ET)
Jun 15, 2016 · 6:56 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 | Jun 15, 2016 | M | 2,344 | $0.00 | A | 3,144 | D | |
| Common Stock | Jun 15, 2016 | M | 281 | $0.00 | A | 3,425 | D | |
| Common Stock | Jun 15, 2016 | M | 190 | $0.00 | A | 3,615 | D | |
| Common Stock | Jun 15, 2016 | M | 625 | $0.00 | A | 4,240 | D | |
| Common Stock | Jun 15, 2016 | M | 600 | $45.80 | A | 4,840 | D | |
| Common Stock | Jun 15, 2016 | M | 182 | $45.80 | A | 5,022 | D | |
| Common Stock | Jun 15, 2016 | S | 782 | $60.52 | D | 4,240 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Incentive Stock Option (right to buy)F2 | $45.80 | Jun 15, 2016 | M | 182 | D | — | Dec 5, 2023 | Common Stock | 182 | 3,275 | D |
| Non-Qualified Stock Option (right to buy)F2 | $45.80 | Jun 15, 2016 | M | 600 | D | — | Dec 5, 2023 | Common Stock | 600 | 10,007 | D |
| Restricted Stock UnitF3 | $0.00 | Jun 15, 2016 | M | 2,344 | D | — | Dec 5, 2023 | Common Stock | 2,344 | 14,063 | D |
| Restricted Stock UnitF4 | $0.00 | Jun 15, 2016 | M | 281 | D | — | Sep 4, 2024 | Common Stock | 281 | 4,435 | D |
| Restricted Stock UnitF4 | $0.00 | Jun 15, 2016 | M | 190 | D | — | Sep 4, 2024 | Common Stock | 190 | 4,245 | D |
| Restricted Stock UnitF5 | $0.00 | Jun 15, 2016 | M | 625 | D | — | Sep 3, 2025 | Common Stock | 625 | 18,125 | D |
Explanation of responses
- F1Automatic option exercise and sale pursuant to a 10b5-1 trading plan adopted by the Reporting Person on September 30, 2015.
- F2When both ISO and NQ Stock Options granted on December 5, 2013 are combined, they vest over four years of continuous service as follows: 1/4th of the underlying shares vest on the one year anniversary of the vesting commencement date of November 15, 2013 and an additional 1/48th of the underlying shares vest monthly thereafter.
- F3The 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 each such vesting date.
- F4The 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.
- 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 commencing December 15, 2015, subject to the Reporting Person's continued service to the Issuer. The second issuance consists of 10,000 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.