0001540044-14-000006.txt : 20140318 0001540044-14-000006.hdr.sgml : 20140318 20140318092616 ACCESSION NUMBER: 0001540044-14-000006 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140315 FILED AS OF DATE: 20140318 DATE AS OF CHANGE: 20140318 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: Naddaff Alexander C CENTRAL INDEX KEY: 0001540044 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35394 FILM NUMBER: 14699529 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 2014-03-15 0 0001528396 Guidewire Software, Inc. GWRE 0001540044 Naddaff Alexander C 1001 E. HILLSDALE BLVD., SUITE 800 FOSTER CITY CA 94404 0 1 0 0 VP, Professional Services Common Stock 2014-03-15 4 M 0 5937 0 A 7864 D Common Stock 2014-03-15 4 F 0 2011 52.27 D 5853 D Common Stock 2014-03-15 4 M 0 3125 0 A 8978 D Common Stock 2014-03-15 4 F 0 1064 52.27 D 7914 D Common Stock 2014-03-15 4 M 0 750 0 A 8664 D Common Stock 2014-03-15 4 F 0 255 52.27 D 8409 D Common Stock 2014-03-15 4 M 0 313 0 A 8722 D Common Stock 2014-03-15 4 F 0 106 52.27 D 8616 D Restricted Stock Unit 0 2014-03-15 4 M 0 5937 0 D 2020-12-07 Common Stock 5937 17813 D Restricted Stock Unit 0 2014-03-15 4 M 0 3125 0 D 2021-07-20 Common Stock 3125 18750 D Restricted Stock Unit 0 2014-03-15 4 M 0 750 0 D 2022-09-05 Common Stock 750 7500 D Restricted Stock Unit 0 2014-03-15 4 M 0 313 0 D 2023-09-13 Common Stock 313 9375 D Shares withheld by Issuer to cover taxes associated with settlement of Restricted Stock Units. 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 grant consists of two separate issuances of Restricted Stock Units. One issuance consists of 5,000 units which vest as follows: 1/16th of the units vest quarterly following the vesting commencement date of September 15, 2013 (the "VCD"), subject to the Reporting Person's continued service to the Issuer. The second issuance consists of 5,000 units, for which vesting is subject to the satisfaction of both performance-based conditions and time-based criteria. The performance-based conditions will be satisfied if certain targets for FY2014, determined by the Issuer, are met. The time-based vesting criteria are as follows: 1/4th of the units vest on 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. Both the performance-based conditions and vesting criteria must be met for vesting to occur. By: Winston King, Attorney in Fact For: Alexander C. Naddaff 2014-03-17