0001586253-15-000056.txt : 20151217 0001586253-15-000056.hdr.sgml : 20151217 20151217163708 ACCESSION NUMBER: 0001586253-15-000056 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151215 FILED AS OF DATE: 20151217 DATE AS OF CHANGE: 20151217 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: King James Winston CENTRAL INDEX KEY: 0001586253 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35394 FILM NUMBER: 151294072 MAIL ADDRESS: STREET 1: GUIDEWIRE SOFTWARE, INC. STREET 2: 1001 E. HILLSDALE BLVD., SUITE 800 CITY: FOSTER CITY STATE: CA ZIP: 94404 FORMER NAME: FORMER CONFORMED NAME: King Winston James DATE OF NAME CHANGE: 20130909 4 1 edgardoc.xml PRIMARY DOCUMENT X0306 4 2015-12-15 0 0001528396 Guidewire Software, Inc. GWRE 0001586253 King James Winston 1001 E. HILLSDALE BLVD., SUITE 800 FOSTER CITY CA 94404 0 1 0 0 General Counsel and Secretary Common Stock 2015-12-15 4 M 0 1437.0 0.0 A 1437 D Common Stock 2015-12-15 4 M 0 125.0 0.0 A 1562 D Common Stock 2015-12-15 4 M 0 136.0 0.0 A 1698 D Common Stock 2015-12-15 4 M 0 312.0 0.0 A 2010 D Common Stock 2015-12-15 4 M 0 211.0 0.0 A 2221 D Common Stock 2015-12-15 4 M 0 531.0 0.0 A 2752 D Common Stock 2015-12-15 4 F 0 1032.0 58.32 D 1720 D Restricted Stock Unit 0.0 2015-12-15 4 M 0 1437.0 0.0 D 2023-03-08 Common Stock 1437 7188 D Restricted Stock Unit 0.0 2015-12-15 4 M 0 125.0 0.0 D 2023-09-13 Common Stock 125 1966 D Restricted Stock Unit 0.0 2015-12-15 4 M 0 136.0 0.0 D 2023-09-13 Common Stock 136 1830 D Restricted Stock Unit 0.0 2015-12-15 4 M 0 312.0 0.0 D 2024-09-04 Common Stock 312 5976 D Restricted Stock Unit 0.0 2015-12-15 4 M 0 211.0 0.0 D 2024-09-04 Common Stock 211 5765 D Restricted Stock Unit 0.0 2015-12-15 4 M 0 531.0 0.0 D 2025-09-03 Common Stock 531 16469 D Shares withheld by Issuer to cover taxes associated with settlement of Restricted Stock Units. The Restricted Stock Units vest as follows: 25% of the units vest one year following the vesting commencement date of March 15, 2013 and 6.25% each quarter thereafter, subject to the Reporting Person's continued service to the Issuer through each such vesting date. The grant consists of two separate issuances of Restricted Stock Units. One issuance consists of 2,000 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 2,180 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 5,000 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 3,384 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. The grant consists of two separate issuances of Restricted Stock Units. One issuance consists of 8,500 units which vest as follows: 1/16th of the units vest quarterly commencing December 15, 2015, subject to the Reporting Person's continued service to the Issuer. The second issuance consists of 8,500 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 financial targets for FY2016, determined by the Issuer, are met. The time-based criteria are as follows: 1/4th of the units vest on the one year anniversary of the vesting commencement date of September 15, 2015 and an additional 1/16th of the units will vest quarterly thereafter, subject to the Reporting Person's continued service to the Issuer. Both performance-based conditions and time-based criteria must be met for vesting to occur. James Winston King 2015-12-17