SEC Form 4 · accession 0001593806-17-000033
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
Sep 15, 2017
Accepted (ET)
Sep 15, 2017 · 8:10 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, 2017 | M | 6,327 | $0.00 | A | 7,127 | D | |
| Common Stock | Sep 15, 2017 | M | 583 | $45.80 | A | 7,710 | D | |
| Common Stock | Sep 15, 2017 | M | 199 | $45.80 | A | 7,909 | D | |
| Common Stock | Sep 15, 2017 | S | 782 | $78.20 | D | 7,127 | 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 | Sep 15, 2017 | M | 199 | D | — | Dec 5, 2023 | Common Stock | 199 | 397 | D |
| Non-Qualified Stock Option (right to buy)F2 | $45.80 | Sep 15, 2017 | M | 583 | D | — | Dec 5, 2023 | Common Stock | 583 | 1,166 | D |
| Performance SharesF3 | $0.00 | Sep 15, 2017 | M | 938 | D | — | Sep 3, 2025 | Common Stock | 938 | 7,504 | D |
| Performance SharesF5,F4 | $0.00 | Sep 15, 2017 | M | 1,384 | D | — | Sep 13, 2026 | Common Stock | 1,384 | 7,616 | D |
| Restricted Stock UnitF6 | $0.00 | Sep 15, 2017 | M | 2,344 | D | — | Dec 5, 2023 | Common Stock | 2,344 | 2,344 | D |
| Restricted Stock UnitF7 | $0.00 | Sep 15, 2017 | M | 191 | D | — | Sep 4, 2024 | Common Stock | 191 | 2,168 | D |
| Restricted Stock UnitF7 | $0.00 | Sep 15, 2017 | M | 282 | D | — | Sep 4, 2024 | Common Stock | 282 | 1,886 | D |
| Restricted Stock UnitF3 | $0.00 | Sep 15, 2017 | M | 625 | D | — | Sep 3, 2025 | Common Stock | 625 | 5,000 | D |
| Restricted Stock UnitF4 | $0.00 | Sep 15, 2017 | M | 563 | D | — | Sep 13, 2026 | Common Stock | 563 | 6,750 | D |
Explanation of responses
- F1Automatic option exercise and sale pursuant to a 10b5-1 trading plan adopted by the Reporting Person on December 22, 2016.
- 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 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 15,006 units, for which vesting was 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 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.
- F4The grant consists of three separate issuances of Restricted Stock Units, each with vesting subject to the Reporting Person's continued service to the Issuer. The first is 9,000 units vesting as follows: 1/16th of the units vest quarterly commencing December 15, 2016. The second is 5,539 units, for which vesting was subject to the satisfaction of both performance-based conditions and time-based criteria. The performance-based conditions were deemed met and exceeded by the Issuer's Board of Directors, and the time-based vesting criteria are as follows: 1/4th of the units vested on September 15, 2017 and an additional 1/16th of the units will vest quarterly thereafter. The third consists of units for which vesting will be determined based on the Issuer's total shareholder return percentile ranking relative to a set peer group, over a three year period ending on July 31, 2019.
- F5The number of shares reported in Column 9 of Table II represents the 2016 Performance Stock Unit ("PSU") and the Total Shareholder Return grants less the number of PSU shares vested as of this Transaction Date.
- F6The 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.
- F7The 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.