0001557593-15-000026.txt : 20150917 0001557593-15-000026.hdr.sgml : 20150917 20150917165653 ACCESSION NUMBER: 0001557593-15-000026 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150915 FILED AS OF DATE: 20150917 DATE AS OF CHANGE: 20150917 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: 151112725 MAIL ADDRESS: STREET 1: 1001 E. HILLSDALE BLVD. STREET 2: SUITE 800 CITY: FOSTER CITY STATE: CA ZIP: 94404 4 1 edgardoc.xml PRIMARY DOCUMENT X0306 4 2015-09-15 0 0001528396 Guidewire Software, Inc. GWRE 0001557593 Hung Priscilla 1001 E. HILLSDALE BLVD., SUITE 800 FOSTER CITY CA 94404 0 1 0 0 Chief Administrative Officer Common Stock 2015-09-15 4 M 0 1875.0 0.0 A 1875 D Common Stock 2015-09-15 4 M 0 1250.0 0.0 A 3125 D Common Stock 2015-09-15 4 M 0 1306.0 0.0 A 4431 D Common Stock 2015-09-15 4 M 0 1507.0 0.0 A 5938 D Common Stock 2015-09-15 4 F 0 2465.0 51.78 D 3473 D Restricted Stock Unit 0.0 2015-09-15 4 M 0 1875.0 0.0 D 2021-07-21 Common Stock 1875 0 D Restricted Stock Unit 0.0 2015-09-15 4 M 0 1250.0 0.0 D 2022-09-05 Common Stock 1250 5000 D Restricted Stock Unit 0.0 2015-09-15 4 M 0 1306.0 0.0 D 2023-09-13 Common Stock 1306 10451 D Restricted Stock Unit 0.0 2015-09-15 4 M 0 1507.0 0.0 D 2024-09-04 Common Stock 1507 8178 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 September 15, 2011, subject to the Reporting Person's continued service to the Issuer through each such vesting date. All shares under this grant are now fully vested. Excludes 20,625 units reported in error on Form 4 filed June 17, 2015. 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. The grant consists of two separate issuances of Restricted Stock Units. One issuance consists of 6,500 units which vest as follows: 1/16th of the units vest quarterly following the vesting commencement date of September 15, 2014 (the "VCD"), subject to the Reporting Person's continued service to the Issuer. The second issuance consists of 4,403 units, for which vesting was subject to the satisfaction of both performance-based conditions and time-based criteria. Attainment regarding the performance-based conditions was determined by the Issuer's Board of Directors based on the Issuer's results for FYE July 31, 2015 and the time-based vesting criteria are as follows: 1/4th of the units vested on September 15, 2015, 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. Shares were adjusted based on the attainment of the performance-based conditions as determined by the Issuer's Board of Directors based on the Company's results for the FYE July 31, 2015. By: Winston King Attorney in Fact For: Priscilla Hung 2015-09-17