0000899243-21-024573.txt : 20210617 0000899243-21-024573.hdr.sgml : 20210617 20210617211409 ACCESSION NUMBER: 0000899243-21-024573 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210615 FILED AS OF DATE: 20210617 DATE AS OF CHANGE: 20210617 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: 211026883 MAIL ADDRESS: STREET 1: 2850 SOUTH DELAWARE STREET STREET 2: SUITE 400 CITY: SAN MATEO STATE: CA ZIP: 94403 FORMER NAME: FORMER CONFORMED NAME: King Winston James DATE OF NAME CHANGE: 20130909 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 doc4.xml FORM 4 SUBMISSION X0306 4 2021-06-15 0 0001528396 Guidewire Software, Inc. GWRE 0001586253 King James Winston 2850 SOUTH DELAWARE ST., SUITE 400 SAN MATEO CA 94403 0 1 0 0 Chief Admin Officer, Gen Couns Common Stock 2021-03-15 4 M 0 2934 0.00 A 7144 D Performance Shares 0.00 2021-06-15 4 M 0 291 0.00 D 2027-09-12 Common Stock 291 717 D Performance Shares 0.00 2021-06-15 4 M 0 275 0.00 D 2028-09-12 Common Stock 275 3482 D Performance Shares 0.00 2021-06-15 4 M 0 192 0.00 D 2029-09-06 Common Stock 192 5657 D Restricted Stock Unit 0.00 2021-06-15 4 M 0 444 0.00 D 2027-09-12 Common Stock 444 444 D Restricted Stock Unit 0.00 2021-06-15 4 M 0 406 0.00 D 2028-09-12 Common Stock 406 2032 D Restricted Stock Unit 0.00 2021-06-15 4 M 0 326 0.00 D 2029-06-12 Common Stock 326 2604 D Restricted Stock Unit 0.00 2021-06-15 4 M 0 437 0.00 D 2029-09-06 Common Stock 437 3938 D Restricted Stock Unit 0.00 2021-06-15 4 M 0 562 0.00 D 2030-09-09 Common Stock 562 7313 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 7,100 units vesting as follows: 1/16th of the units vest quarterly commencing December 15, 2017. The second is 4,647 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, 2018 and an additional 1/16th of the units will vest quarterly thereafter. The number of shares reported in Column 9 of Table II represents the 2017 Performance Stock Unit ("PSU") and the Total Shareholder Return ("TSR") grants less the number of PSU and TSR shares vested as of this Transaction Date. 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 6,500 units vesting as follows: 1/16th of the units vest quarterly commencing December 15, 2018. The second is 4,391 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 peergroup, 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 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 7,000 units vesting as follows: 1/16th of the units vest quarterly commencing December 15, 2019. The second is 3,066 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, 2020, and the time-based vesting criteria are as follows: 1/4th of the units vested on September 15, 2020 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, 2022. The number of shares reported in Column 9 of Table II represents the 2019 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: 1/16th of the units vest quarterly commencing September 15, 2019, 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 December 15, 2020, subject to the Reporting Person's continued service to the Issuer through each such vesting date. /s/ James Winston King 2021-06-17