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