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