0001496156-19-000018.txt : 20191217 0001496156-19-000018.hdr.sgml : 20191217 20191217183121 ACCESSION NUMBER: 0001496156-19-000018 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191215 FILED AS OF DATE: 20191217 DATE AS OF CHANGE: 20191217 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: 191290874 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: 2850 S. DELAWARE ST., SUITE 400 CITY: SAN MATEO STATE: CA ZIP: 94403 BUSINESS PHONE: 650-357-9100 MAIL ADDRESS: STREET 1: 2850 S. DELAWARE ST., SUITE 400 CITY: SAN MATEO STATE: CA ZIP: 94403 4 1 edgardoc.xml PRIMARY DOCUMENT X0306 4 2019-12-15 0 0001528396 Guidewire Software, Inc. GWRE 0001496156 Smith Curtis 2850 SOUTH DELAWARE ST., SUITE 400 SAN MATEO CA 94403 0 1 0 0 Chief Financial Officer Common Stock 2019-12-15 4 M 0 2976 0.0 A 10479 D Performance Shares 0.0 2019-12-15 4 M 0 316 0.0 D 2028-09-12 Common Stock 316 5918 D Restricted Stock Unit 0.0 2019-12-15 4 M 0 1380 0.0 D 2028-03-21 Common Stock 1380 12415 D Restricted Stock Unit 0.0 2019-12-15 4 M 0 468 0.0 D 2028-09-12 Common Stock 468 5157 D Restricted Stock Unit 0.0 2019-12-15 4 M 0 187 0.0 D 2029-03-07 Common Stock 187 2438 D Restricted Stock Unit 0.0 2019-12-15 4 M 0 625 0.0 D 2029-09-06 Common Stock 625 9375 D The grant consists of three separate issuances of Restricted Stock Units, each with vesting subject to the Reporting Person's continued service to the Issuer. The first is 7,500 units vesting as follows: 1/16th of the units vest quarterly commencing December 15, 2018. The second is 5,061 units, for which vesting was subject to the satisfaction of both performance-based conditions and time-based criteria. The performance-based conditions were deemed met and exceeded by the Issuer's Board of Directors, and the time-based vesting criteria are as follows: 1/4th of the units vested on September 15, 2019 and an additional 1/16th of the units will vest quarterly thereafter. The third consists of units for which vesting will be determined based on the Issuer's total shareholder return percentile ranking relative to a set peer group, over a three year period ending on July 31, 2021. The number of shares reported in Column 9 of Table II represents the 2018 Performance Stock Unit ("PSU") and the Total Shareholder Return ("TSR") grants less the number of PSU shares vested as of this Transaction Date. The Restricted Stock Units vest as follows: 1/4th of the units vest on the one year anniversary of the vesting commencement date of March 15, 2018 and an additional 1/16th of the units vest quarterly thereafter, subject to the Reporting Person's continued service to the Issuer. The Restricted Stock Units vest as follows: 1/16th of the units vest quarterly commencing June 15, 2019, subject to the Reporting Person's continued service to the Issuer through each such vesting date. The Restricted Stock Units vest as follows: 1/16th of the units vest quarterly commencing December 15, 2019, 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 2019-12-17