0001496156-18-000013.txt : 20180913 0001496156-18-000013.hdr.sgml : 20180913 20180913180423 ACCESSION NUMBER: 0001496156-18-000013 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180912 FILED AS OF DATE: 20180913 DATE AS OF CHANGE: 20180913 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Smith Curtis CENTRAL INDEX KEY: 0001496156 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35394 FILM NUMBER: 181069741 MAIL ADDRESS: STREET 1: C/O GUIDEWIRE SOFTWARE, INC. STREET 2: 1001 E. HILLSDALE BLVD., SUITE 800 CITY: FOSTER CITY STATE: CA ZIP: 94404 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, SUITE 800 CITY: FOSTER CITY STATE: CA ZIP: 94404 BUSINESS PHONE: 650-357-9100 MAIL ADDRESS: STREET 1: 1001 E. HILLSDALE BOULEVARD, SUITE 800 CITY: FOSTER CITY STATE: CA ZIP: 94404 4 1 edgardoc.xml PRIMARY DOCUMENT X0306 4 2018-09-12 0 0001528396 Guidewire Software, Inc. GWRE 0001496156 Smith Curtis 1001 E. HILLSDALE BLVD., SUITE 800 FOSTER CITY CA 94404 0 1 0 0 Chief Financial Officer Performance Shares 0.0 2018-09-12 4 A 0 4500 0.0 A 2028-09-12 Common Stock 4500 4500 D Performance Shares 0.0 2018-09-12 4 A 0 3000 0.0 A 2028-09-12 Common Stock 3000 7500 D Restricted Stock Unit 0.0 2018-09-12 4 A 0 7500 0.0 A 2028-09-12 Common Stock 7500 7500 D The vesting of these Restricted Stock Units 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, determined by the Issuer, are met over the course of the Issuer's 2019 fiscal year. If the performance-based conditions for fiscal year 2019 are not met, then none of the shares will vest. If the performance-based conditions for fiscal year 2019 are achieved, as determined by the Issuer, then units will vest as the time-based criteria are satisfied. The time-based vesting criteria are as follows: 1/4th of the units vest on the one year anniversary of the vesting commencement date of September 15, 2018 and an additional 1/16th of the units will vest quarterly thereafter, subject to (1) the previously mentioned fiscal year 2019 performance-based conditions being met, and (2) the Reporting Person's continued service to the Issuer through each such vesting date. Each Performance Restricted Stock Unit ("Performance RSU") represents a contingent right to receive one share of the Issuer's common stock. Between 0% to 110% of the reported target number of Performance RSUs may be earned, based on the Company's total shareholder return percentile ranking relative to the software companies in the S&P Software and Services Select Industry Index for a three-year cumulative performance period commencing August 1, 2018 and ending July 31, 2021 (the "Performance Measurement Period"). All earned Performance RSUs will vest at the end of the Performance Measurement Period, subject to the Reporting Person's continued service to the Issuer through such vesting date. The Restricted Stock Units vest as follows: 1/16th of the units vest quarterly commencing December 15, 2018, subject to the Reporting Person's continued service to the Issuer through each such vesting date. By: Winston King Attorney in Fact For: Curtis H. Smith 2018-09-13