0001540041-20-000024.txt : 20200917
0001540041-20-000024.hdr.sgml : 20200917
20200917204214
ACCESSION NUMBER: 0001540041-20-000024
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200915
FILED AS OF DATE: 20200917
DATE AS OF CHANGE: 20200917
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Ryu Marcus
CENTRAL INDEX KEY: 0001540041
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35394
FILM NUMBER: 201182490
MAIL ADDRESS:
STREET 1: 2850 S DELAWARE STREET
STREET 2: SUITE 400
CITY: SAN MATEO
STATE: CA
ZIP: 94403
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Guidewire Software, Inc.
CENTRAL INDEX KEY: 0001528396
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 364468504
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0731
BUSINESS ADDRESS:
STREET 1: 2850 S. DELAWARE ST., SUITE 400
CITY: SAN MATEO
STATE: CA
ZIP: 94403
BUSINESS PHONE: 650-357-9100
MAIL ADDRESS:
STREET 1: 2850 S. DELAWARE ST., SUITE 400
CITY: SAN MATEO
STATE: CA
ZIP: 94403
4
1
edgardoc.xml
PRIMARY DOCUMENT
X0306
4
2020-09-15
0
0001528396
Guidewire Software, Inc.
GWRE
0001540041
Ryu Marcus
2850 SOUTH DELAWARE ST., SUITE 400
SAN MATEO
CA
94403
1
0
0
0
Common Stock
2020-09-15
4
M
0
46839
0.0
A
50986
D
Common Stock
2020-09-17
4
S
0
23391
105.2923
D
27595
D
Performance Shares
0.0
2020-09-15
4
M
0
2408
0.0
D
2026-09-16
Common Stock
2408
15487
D
Performance Shares
0.0
2020-09-15
4
M
0
9163
0.0
D
2027-09-12
Common Stock
9163
48166
D
Performance Shares
0.0
2020-09-15
4
M
0
22909
0.0
D
2027-09-12
Common Stock
22909
25257
D
Performance Shares
0.0
2020-09-15
4
M
0
3417
0.0
D
2027-09-12
Common Stock
3417
21840
D
Performance Shares
0.0
2020-09-15
4
M
0
2305
0.0
D
2028-09-12
Common Stock
2305
0
D
Restricted Stock Unit
0.0
2020-09-15
4
M
0
2611
0.0
D
2026-09-16
Common Stock
2611
0
D
Restricted Stock Unit
0.0
2020-09-15
4
M
0
1977
0.0
D
2027-09-12
Common Stock
1977
7910
D
Restricted Stock Unit
0.0
2020-09-15
4
M
0
2049
0.0
D
2028-09-12
Common Stock
2049
0
D
Shares sold by Issuer to cover taxes associated with settlement of Restricted Stock Units.
The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $105.2921 to $105.2926 per share. The reporting person will provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
The grant consists of four separate issuances of Restricted Stock Units, each with vesting subject to the Reporting Person's continued service to the Issuer. The first is 41,771 units vesting as follows: 1/16th of the units vest quarterly commencing December 15, 2016. The second is 38,529 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 and fourth previously described TSR grants have vested according to their terms and conditions.
Shares are 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 FYE July 31, 2016, and July 31, 2019.
The actual number of Performance Restricted Stock Units ("TSRs") earned based on the Issuer's total shareholder return percentile ranking relative to the companies in the S&P Software and Services Select Industry Index for a three-year cumulative performance period commencing August 1, 2017 and ending July 31, 2020, as affirmed by the Issuer's board of directors. All earned TSRs vested on September 15, 2020, subject to the Reporting Person's continued service to the Issuer.
The number of shares reported in Column 9 of Table II represents the 2017 Performance Stock Unit ("PSU") and the Total Shareholder Return ("TSR") grants less the number of PSU and TSR shares vested as of this Transaction Date.
The actual number of Performance Restricted Stock Units ("TSRs") earned is based on (i) the Issuer's total shareholder return percentile ranking relative to the companies in the S&P Software and Services Select Industry Index for a three-year cumulative performance period commencing August 1, 2017 and ending July 31, 2020 and (ii) the attainment of certain financial targets for Issuer's 2018 fiscal year, as affirmed by the Issuer's board of directors. All earned TSRs vested on September 15, 2020, subject to the Reporting Person's continued service to the Issuer.
The grant consists of four separate issuances of Restricted Stock Units, each with vesting subject to the Reporting Person's continued service to the Issuer. The first is 31,638 units vesting as follows: 1/16th of the units vest quarterly commencing December 15, 2017. The second is 54,668 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, 2018 and an additional 1/16th of the units will vest quarterly thereafter. The third and fourth consist of units for which vesting will be determined based on (i) the Issuer's total shareholder return percentile ranking relative to a set peer group, over a three year period ending on July 31, 2020 and (ii) attainment of certain financial targets by Issuer over the same period.
The grant consists of two separate issuances of Restricted Stock Units, each with vesting subject to the Reporting Person's continued service to the Issuer. The first is 16,392 units vesting as follows: 1/8th of the units vest quarterly commencing December 15, 2018. The second is 18,441 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: 1/2 of the units vested on September 15, 2019 and an additional 1/8th of the units will vest quarterly thereafter.
By: Winston King Attorney in Fact For: Marcus S. Ryu
2020-09-17