0001805719-20-000018.txt : 20200317 0001805719-20-000018.hdr.sgml : 20200317 20200317194101 ACCESSION NUMBER: 0001805719-20-000018 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200315 FILED AS OF DATE: 20200317 DATE AS OF CHANGE: 20200317 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: 20722713 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 edgardoc.xml PRIMARY DOCUMENT X0306 4 2020-03-15 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 2020-03-15 4 M 0 1929 0.0 A 5558 D Common Stock 2020-03-17 4 S 0 696 79.8451 D 4862 D Performance Shares 0.0 2020-03-15 4 M 0 192 0.0 D 2026-09-13 Common Stock 192 412 D Performance Shares 0.0 2020-03-15 4 M 0 230 0.0 D 2027-09-12 Common Stock 230 3405 D Performance Shares 0.0 2020-03-15 4 M 0 212 0.0 D 2028-09-12 Common Stock 212 3734 D Restricted Stock Unit 0.0 2020-03-15 4 M 0 313 0.0 D 2026-09-13 Common Stock 313 625 D Restricted Stock Unit 0.0 2020-03-15 4 M 0 356 0.0 D 2027-09-12 Common Stock 356 2138 D Restricted Stock Unit 0.0 2020-03-15 4 M 0 313 0.0 D 2028-09-12 Common Stock 313 3125 D Restricted Stock Unit 0.0 2020-03-15 4 M 0 313 0.0 D 2029-09-06 Common Stock 313 4375 D Shares sold by Issuer to cover taxes associated with settlement of Restricted Stock Units. 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 5,000 units vesting as follows: 1/16th of the units vest quarterly commencing December 15, 2016. The second is 3,076 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 third previously described TSR grant has vested according to its terms and conditions. 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 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 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, 2020. 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 issuances 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 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: Michael J. Polelle 2020-03-17