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