0000899243-21-024583.txt : 20210617 0000899243-21-024583.hdr.sgml : 20210617 20210617212418 ACCESSION NUMBER: 0000899243-21-024583 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: Polelle Michael CENTRAL INDEX KEY: 0001609633 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35394 FILM NUMBER: 211026899 MAIL ADDRESS: STREET 1: 2850 S DELAWARE STREET STREET 2: SUITE 400 CITY: SAN MATEO STATE: CA ZIP: 94403 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 0001609633 Polelle Michael 2850 SOUTH DELAWARE ST., SUITE 400 SAN MATEO CA 94403 0 1 0 0 Chief Delivery Officer Common Stock 2021-06-15 4 M 0 1931 0.00 A 5060 D Performance Shares 0.00 2021-06-15 4 M 0 229 0.00 D 2027-09-12 Common Stock 229 593 D Performance Shares 0.00 2021-06-15 4 M 0 210 0.00 D 2028-09-12 Common Stock 210 2680 D Performance Shares 0.00 2021-06-15 4 M 0 137 0.00 D 2029-09-06 Common Stock 137 4040 D Restricted Stock Unit 0.00 2021-06-15 4 M 0 356 0.00 D 2027-09-12 Common Stock 356 357 D Restricted Stock Unit 0.00 2021-06-15 4 M 0 312 0.00 D 2028-09-12 Common Stock 312 1563 D Restricted Stock Unit 0.00 2021-06-15 4 M 0 312 0.00 D 2029-09-06 Common Stock 312 2813 D Restricted Stock Unit 0.00 2021-06-15 4 M 0 375 0.00 D 2030-09-09 Common Stock 375 4875 D The grant consists of three separate issuance of Restricted Stock Units, each with vesting subject to the Reporting Person's continued service to the Issuer. The first is 5,700 units vesting as follows: 1/16th of the units vest quarterly commencing December 15, 2017. The second is 3,672 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 shares vested as of this Transaction Date. The grant consists of three separate issuance of Restricted Stock Units, each with vesting subject to the Reporting Person's continued service to the Issuer. The first is 5,000 units vesting as follows: 1/16th of the units vest quarterly commencing December 15, 2018. The second is 3,376 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 grant consists of three separate issuance of Restricted Stock Units, each with vesting subject to the Reporting Person's continued service to the Issuer. The first is 5,000 units vesting as follows: 1/16th of the units vest quarterly commencing December 15, 2019. The second is 2,190 units, for which vesting was subject to the satisfaction of both performance-based conditions and timebased 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 endong 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 vests 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. By: Winston King, Attorney in Fact For: Michael J. Polelle 2021-06-17