0001721294-19-000022.txt : 20191217 0001721294-19-000022.hdr.sgml : 20191217 20191217193157 ACCESSION NUMBER: 0001721294-19-000022 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: Ryu Marcus CENTRAL INDEX KEY: 0001540041 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35394 FILM NUMBER: 191291058 MAIL ADDRESS: STREET 1: 1001 E. HILLSDALE BOULEVARD, 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 0001540041 Ryu Marcus 2850 SOUTH DELAWARE ST., SUITE 400 SAN MATEO CA 94403 1 0 0 0 Common Stock 2019-12-15 4 M 0 14765 0.0 A 42089 D Performance Shares 0.0 2019-12-15 4 M 0 2408 0.0 D 2026-09-16 Common Stock 2408 22711 D Performance Shares 0.0 2019-12-15 4 M 0 3416 0.0 D 2027-09-12 Common Stock 3416 64163 D Performance Shares 0.0 2019-12-15 4 M 0 2305 0.0 D 2028-09-12 Common Stock 2305 4866 D Restricted Stock Unit 0.0 2019-12-15 4 M 0 2610 0.0 D 2026-09-16 Common Stock 2610 7833 D Restricted Stock Unit 0.0 2019-12-15 4 M 0 1977 0.0 D 2027-09-12 Common Stock 1977 13842 D Restricted Stock Unit 0.0 2019-12-15 4 M 0 2049 0.0 D 2028-09-12 Common Stock 2049 6147 D The grant consists of four separate issuances of Restricted Stock Units, each with vesting subject to the Reporting Person's continued service to the Issuer. The first is 41,771 units vesting as follows: 1/16th of the units vest quarterly commencing December 15, 2016. The second is 38,529 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, 2017 and an additional 1/16th of the units will vest quarterly thereafter. The grant consists of four separate issuances of Restricted Stock Units, each with vesting subject to the Reporting Person's continued service to the Issuer. The first is 31,638 units vesting as follows: 1/16th of the units vest quarterly commencing December 15, 2017. The second is 54,668 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 third and fourth consist of units for which vesting will be determined based on (i) the Issuer's total shareholder return percentile ranking relative to a set peer group, over a three year period ending on July 31, 2020 and (ii) attainment of certain financial targets by Issuer over the same period. 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 two separate issuances of Restricted Stock Units, each with vesting subject to the Reporting Person's continued service to the Issuer. The first is 16,392 units vesting as follows: 1/16th of the units vest quarterly commencing December 15, 2018. The second is 18,441 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. By: Winston King Attorney in Fact For: Marcus S. Ryu 2019-12-17