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