0001557593-19-000002.txt : 20190315 0001557593-19-000002.hdr.sgml : 20190315 20190315163458 ACCESSION NUMBER: 0001557593-19-000002 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190315 FILED AS OF DATE: 20190315 DATE AS OF CHANGE: 20190315 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hung Priscilla CENTRAL INDEX KEY: 0001557593 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35394 FILM NUMBER: 19685491 MAIL ADDRESS: STREET 1: 1001 E. HILLSDALE BLVD. STREET 2: SUITE 800 CITY: FOSTER CITY STATE: CA ZIP: 94404 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: 1001 E. HILLSDALE BOULEVARD, SUITE 800 CITY: FOSTER CITY STATE: CA ZIP: 94404 BUSINESS PHONE: 650-357-9100 MAIL ADDRESS: STREET 1: 1001 E. HILLSDALE BOULEVARD, SUITE 800 CITY: FOSTER CITY STATE: CA ZIP: 94404 4 1 edgardoc.xml PRIMARY DOCUMENT X0306 4 2019-03-15 0 0001528396 Guidewire Software, Inc. GWRE 0001557593 Hung Priscilla 1001 E. HILLSDALE BLVD., SUITE 800 FOSTER CITY CA 94404 0 1 0 0 Chief Operating Officer Common Stock 2019-03-15 4 M 0 3904 0.0 A 8809 D Performance Shares 0.0 2019-03-15 4 M 0 704 0.0 D 2025-09-03 Common Stock 704 1408 D Performance Shares 0.0 2019-03-15 4 M 0 288 0.0 D 2026-09-13 Common Stock 288 4617 D Performance Shares 0.0 2019-03-15 4 M 0 311 0.0 D 2027-09-12 Common Stock 311 5737 D Restricted Stock Unit 0.0 2019-03-15 4 M 0 469 0.0 D 2025-09-03 Common Stock 469 938 D Restricted Stock Unit 0.0 2019-03-15 4 M 0 469 0.0 D 2026-09-13 Common Stock 469 2813 D Restricted Stock Unit 0.0 2019-03-15 4 M 0 625 0.0 D 2027-06-07 Common Stock 625 5625 D Restricted Stock Unit 0.0 2019-03-15 4 M 0 475 0.0 D 2027-09-12 Common Stock 475 4750 D Restricted Stock Unit 0.0 2019-03-15 4 M 0 563 0.0 D 2028-09-12 Common Stock 563 7875 D The grant consists of two separate issuances of Restricted Stock Units. One issuance consists of 7,500 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 11,255 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. The 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 7,500 units vesting as follows: 1/16th of the units vest quarterly commencing December 15, 2016. The second is 4,614 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. The 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. The 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 7,600 units vesting as follows: 1/16th of the units vest quarterly commencing December 15, 2017. The second is 4,968 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 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, 2020. The number of shares reported in Column 9 of Table II represents the 2017 Performance Stock Unit ("PSU") and the Total Shareholder Return grants less the number of PSU shares vested as of this Transaction Date. The Restricted Stock Units vest as follows: 1/16th of the units vest quarterly commencing September 15, 2017, subject to the Reporting Person's continued service to the Issuer. The Restricted Stock Units vest as follows: 1/16th of the units vest quarterly commencing December 15, 2018, subject to the Reporting Person's continued service to the Issuer through each such vesting date. By: Winston King Attorney in Fact For: Priscilla C. Hung 2019-03-15