SEC Form 4 · accession 0001609633-16-000076
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
Dec 15, 2016
Accepted (ET)
Dec 16, 2016 · 5:35 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, 2016 | M | 4,940 | $0.00 | A | 5,740 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance SharesF1 | $0.00 | Dec 15, 2016 | M | 938 | D | — | Sep 3, 2025 | Common Stock | 938 | 10,318 | D |
| Restricted Stock UnitF2 | $0.00 | Dec 15, 2016 | M | 2,344 | D | — | Dec 5, 2023 | Common Stock | 2,344 | 9,375 | D |
| Restricted Stock UnitF3 | $0.00 | Dec 15, 2016 | M | 190 | D | — | Sep 4, 2024 | Common Stock | 190 | 3,582 | D |
| Restricted Stock UnitF3 | $0.00 | Dec 15, 2016 | M | 281 | D | — | Sep 4, 2024 | Common Stock | 281 | 3,301 | D |
| Restricted Stock UnitF1 | $0.00 | Dec 15, 2016 | M | 625 | D | — | Sep 3, 2025 | Common Stock | 625 | 6,875 | D |
| Restricted Stock UnitF4 | $0.00 | Dec 15, 2016 | M | 562 | D | — | Sep 13, 2026 | Common Stock | 562 | 8,438 | D |
Explanation of responses
- F1The 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.
- 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 each 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.
- F4The Restricted Stock Units vest as follows: 1/16th of the units vest quarterly commencing December 15, 2016, subject to the Reporting Person's continued service to the Issuer through each such vesting date.