0001540043-13-000012.txt : 20130917 0001540043-13-000012.hdr.sgml : 20130917 20130917215506 ACCESSION NUMBER: 0001540043-13-000012 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130913 FILED AS OF DATE: 20130917 DATE AS OF CHANGE: 20130917 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 CITY: FOSTER CITY STATE: CA ZIP: 94404 BUSINESS PHONE: 650-357-9100 MAIL ADDRESS: STREET 1: 1001 E. HILLSDALE BOULEVARD CITY: FOSTER CITY STATE: CA ZIP: 94404 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Henrickson Jeremy CENTRAL INDEX KEY: 0001540043 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35394 FILM NUMBER: 131102522 MAIL ADDRESS: STREET 1: 1001 E. HILLSDALE BOULEVARD CITY: FOSTER CITY STATE: CA ZIP: 94404 4 1 edgardoc.xml PRIMARY DOCUMENT X0306 4 2013-09-13 0 0001528396 Guidewire Software, Inc. GWRE 0001540043 Henrickson Jeremy 1001 E. HILLSDALE BLVD., SUITE 800 FOSTER CITY CA 94404 0 1 0 0 VP, Product Development Common Stock 2013-09-13 4 M 0 20000 3.73 A 23512 D Common Stock 2013-09-13 4 S 0 20000 46.754 D 3512 D Common Stock 2013-09-15 4 M 0 3750 0 A 7262 D Common Stock 2013-09-15 4 F 0 1409 46.77 D 5853 D Common Stock 2013-09-15 4 M 0 1875 0 A 7728 D Common Stock 2013-09-15 4 F 0 704 46.77 D 7024 D Common Stock 2013-09-15 4 M 0 4000 0 A 11024 D Common Stock 2013-09-15 4 F 0 1503 46.77 D 9521 D Incentive Stock Option (right to buy) 3.73 2013-09-13 4 M 0 20000 0 D 2018-12-02 Common Stock 20000 14056 D Incentive Stock Option (right to buy) 46.77 2013-09-13 4 A 0 1875 0 A 2023-09-13 Common Stock 1875 1875 D Non-Qualified Stock Option (right to buy) 46.77 2013-09-13 4 A 0 8125 0 A 2023-09-13 Common Stock 8125 8125 D Restricted Stock Unit 0 2013-09-15 4 M 0 3750 0 D 2020-12-07 Common Stock 3750 18750 D Restricted Stock Unit 0 2013-09-15 4 M 0 1875 0 D 2021-07-20 Common Stock 1875 15000 D Restricted Stock Unit 0 2013-09-15 4 M 0 4000 0 D 2022-09-05 Common Stock 4000 12000 D Restricted Stock Unit 0 2013-09-13 4 A 0 10000 0 A 2023-09-13 Common Stock 10000 10000 D Restricted Stock Unit 0 2013-09-13 4 A 0 10000 0 A 2023-09-13 Common Stock 10000 20000 D Automatic stock option exercise and same-day sale pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 15, 2012. The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $46.30 to $47.05 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. Shares withheld by Issuer to cover taxes associated with settlement of Restricted Stock Units. Fully-vested and exercisable. When both ISO and NQ Stock Options granted on September 13, 2013 are combined, they vest over four years of continuous service as follows: 1/48th of the underlying shares vest monthly following the vesting commencement date of September 13, 2013. The vesting of these Restricted Stock Units is subject to the satisfaction of both a liquidity event-based condition and time-based vesting. The liquidity event-based condition was satisfied on July 22, 2012 and the time-based vesting occurs quarterly over four years from December 15, 2010, subject to the Reporting Person's continued service to the Issuer through each such vesting date. The vesting of these Restricted Stock Units is subject to the satisfaction of both a liquidity event-based condition and time-based vesting. The liquidity event-based condition was satisfied on July 22, 2012 and the time-based vesting occurs quarterly over four years from September 15, 2011, subject to the Reporting Person's continued service to the Issuer through each such vesting date. 1/4th of the total grant of these Restricted Stock Units vested on September 15, 2013, as both the performance-based condition and the time-based criteria were met on that date. The performance-based condition was contingent on meeting certain financial targets for the Issuer's fiscal year 2013, which the Issuer's Board of Directors has deemed to be satisfied. With the performance-based condition satisfied, the remaining units will vest on the following time-based criteria: 1/16th of the units vest quarterly starting on December 15, 2013, subject to the Reporting Person's continued service to the Issuer through each such vesting date, until all the units have vested. The Restricted Stock Units vest as follows: 1/16th of the units vest quarterly following the vesting commencement date of September 15, 2013, subject to the Reporting Person's continued service to the Issuer through each such vesting date. The vesting of these Restricted Stock Units is subject to the satisfaction of both performance-based conditions and time-based criteria. The performance-based conditions will be satisfied if certain financial targets, determined by the Issuer, are met over the course of the Issuer's 2014 fiscal year. If the performance-based conditions for fiscal year 2014 are not met, then none of the shares will vest. If the performance-based conditions for fiscal year 2014 are achieved, as determined by the Issuer, then units will vest as the time-based criteria are satisfied. The time-based vesting criteria are as follows: 1/4th of the units vest on the one year anniversary of the vesting commencement date of September 15, 2013 and an additional 1/16th of the units will vest quarterly thereafter, subject to (1) the previously mentioned fiscal year 2014 performance-based conditions being met, and (2) the Reporting Person's continued service to the Issuer through each such vesting date. By: Winston King, Attorney in Fact For: Jeremy Henrickson 2013-09-17