0001609633-18-000019.txt : 20180913
0001609633-18-000019.hdr.sgml : 20180913
20180913180911
ACCESSION NUMBER: 0001609633-18-000019
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: Polelle Michael
CENTRAL INDEX KEY: 0001609633
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35394
FILM NUMBER: 181069754
MAIL ADDRESS:
STREET 1: C/O GUIDEWIRE SOFTWARE, INC.
STREET 2: 1001 E. HILLSDALE BLVD.
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
0001609633
Polelle Michael
1001 E. HILLSDALE BLVD., SUITE 800
FOSTER CITY
CA
94404
0
1
0
0
Chief Delivery Officer
Performance Shares
0.0
2018-09-12
4
A
0
3000
0.0
A
2028-09-12
Common Stock
3000
3000
D
Performance Shares
0.0
2018-09-12
4
A
0
2000
0.0
A
2028-09-12
Common Stock
2000
5000
D
Restricted Stock Unit
0.0
2018-09-12
4
A
0
5000
0.0
A
2028-09-12
Common Stock
5000
5000
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: Michael J. Polelle
2018-09-13