0001209191-14-058502.txt : 20140917 0001209191-14-058502.hdr.sgml : 20140917 20140917211434 ACCESSION NUMBER: 0001209191-14-058502 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140915 FILED AS OF DATE: 20140917 DATE AS OF CHANGE: 20140917 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: Hung Priscilla CENTRAL INDEX KEY: 0001557593 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35394 FILM NUMBER: 141109015 MAIL ADDRESS: STREET 1: 1001 E. HILLSDALE BLVD. STREET 2: SUITE 800 CITY: FOSTER CITY STATE: CA ZIP: 94404 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2014-09-15 0 0001528396 Guidewire Software, Inc. GWRE 0001557593 Hung Priscilla C/O GUIDEWIRE SOFTWARE, INC. 1001 E. HILLSDALE BLVD., SUITE 800 FOSTER CITY CA 94404 0 1 0 0 CHIEF ADMINISTRATIVE OFFICER Common Stock 2014-09-15 4 M 0 3750 0.00 A 3750 D Common Stock 2014-09-15 4 F 0 1956 45.98 D 1794 D Common Stock 2014-09-15 4 M 0 1563 0.00 A 3357 D Common Stock 2014-09-15 4 F 0 815 45.98 D 2542 D Common Stock 2014-09-15 4 M 0 1875 0.00 A 4417 D Common Stock 2014-09-15 4 F 0 978 45.98 D 3439 D Common Stock 2014-09-15 4 M 0 1250 0.00 A 4689 D Common Stock 2014-09-15 4 F 0 652 45.98 D 4037 D Common Stock 2014-09-15 4 M 0 3350 0.00 A 7387 D Common Stock 2014-09-15 4 F 0 1747 45.98 D 5640 D Restricted Stock Units 0.00 2014-09-15 4 M 0 3750 0.00 D Common Stock 3750 3750 D Restricted Stock Units 0.00 2014-09-15 4 M 0 1563 0.00 D Common Stock 1563 3125 D Restricted Stock Units 0.00 2014-09-15 4 M 0 1875 0.00 D Common Stock 1875 7500 D Restricted Stock Units 0.00 2014-09-15 4 M 0 1250 0.00 D Common Stock 1250 10000 D Restricted Stock Units 0.00 2014-09-15 4 M 0 3350 0.00 D Common Stock 3350 15675 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 March 15, 2011, 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 10,000 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 10,900 units, for which vesting is 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 VCD and an additional 1/16th of the units will vest quarterly thereafter, subject to the Reporting Person's continued service to the Issuer. /s/ Richard Kline, Attorney in Fact for Priscilla Hung 2014-09-17