0001593806-15-000026.txt : 20151216 0001593806-15-000026.hdr.sgml : 20151216 20151216181431 ACCESSION NUMBER: 0001593806-15-000026 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151215 FILED AS OF DATE: 20151216 DATE AS OF CHANGE: 20151216 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: Roza Scott CENTRAL INDEX KEY: 0001593806 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35394 FILM NUMBER: 151291916 MAIL ADDRESS: STREET 1: 1001 E. HILLSDALE BLVD., SUITE 800 CITY: FOSTER CITY STATE: CA ZIP: 94404 4 1 edgardoc.xml PRIMARY DOCUMENT X0306 4 2015-12-15 0 0001528396 Guidewire Software, Inc. GWRE 0001593806 Roza Scott 1001 E. HILLSDALE BLVD., SUITE 800 FOSTER CITY CA 94404 0 1 0 0 Chief Customer Officer Common Stock 2015-12-15 4 M 0 2344.0 0.0 A 3144 D Common Stock 2015-12-15 4 M 0 281.0 0.0 A 3425 D Common Stock 2015-12-15 4 M 0 190.0 0.0 A 3615 D Common Stock 2015-12-15 4 M 0 625.0 0.0 A 4240 D Common Stock 2015-12-15 4 F 0 1013.0 58.32 D 3227 D Common Stock 2015-12-15 4 M 0 782.0 45.8 A 4009 D Common Stock 2015-12-15 4 S 0 577.0 58.7529 D 3432 D Common Stock 2015-12-15 4 S 0 205.0 59.1893 D 3227 D Common Stock 500 I by Spouse Incentive Stock Option (right to buy) 45.8 2015-12-15 4 M 0 182.0 0.0 D 2023-12-05 Common Stock 182 4366 D Non-Qualified Stock Option (right to buy) 45.8 2015-12-15 4 M 0 600.0 0.0 D 2023-12-05 Common Stock 600 13603 D Restricted Stock Unit 0.0 2015-12-15 4 M 0 2344.0 0.0 D 2023-12-05 Common Stock 2344 18750 D Restricted Stock Unit 0.0 2015-12-15 4 M 0 281.0 0.0 D 2024-09-04 Common Stock 281 5377 D Restricted Stock Unit 0.0 2015-12-15 4 M 0 190.0 0.0 D 2024-09-04 Common Stock 190 5187 D Restricted Stock Unit 0.0 2015-12-15 4 M 0 625.0 0.0 D 2025-09-03 Common Stock 625 19375 D Shares withheld by Issuer to cover taxes associated with settlement of Restricted Stock Units. Automatic option exercise and sale pursuant to a 10b5-1 trading plan adopted by the Reporting Person on October 10, 2014 and amended April 10, 2015. The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $58.10 to $59.06 per share. The Reporting Person will provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $59.12 to $59.26 per share. The Reporting Person will provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. When both ISO and NQ Stock Options granted on December 5, 2013 are combined, they vest over four years of continuous service as follows: 1/4th of the underlying shares vest on the one year anniversary of the vesting commencement date of November 15, 2013 and an additional 1/48th of the underlying shares vest monthly thereafter. The Restricted Stock Units vest as follows: 1/4th of the units vest on the one year anniversary of the vesting commencement date of December 15, 2013 and an additional 1/16th of the units vest quarterly 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 4,500 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 3,045 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 10,000 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 10,000 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 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. By: Winston King Attorney in Fact For: Scott A. Roza 2015-12-16