Filing Details
- Accession Number:
- 0001256358-14-000028
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2014-09-08 21:43:36
- Reporting Period:
- 2014-09-04
- Filing Date:
- 2014-09-08
- Accepted Time:
- 2014-09-08 21:43:36
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1528396 | Guidewire Software Inc. | GWRE | Services-Prepackaged Software (7372) | 364468504 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1256358 | Karen Blasing | 1001 E. Hillsdale Blvd., Suite 800 Foster City CA 94404 | Chief Financial Officer | No | Yes | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Acquisiton | 2014-09-05 | 259 | $32.25 | 259 | No | 4 | M | Direct | |
| Common Stock | Disposition | 2014-09-05 | 259 | $45.00 | 0 | No | 4 | S | Direct | |
| Common Stock | Acquisiton | 2014-09-05 | 117 | $32.25 | 117 | No | 4 | M | Direct | |
| Common Stock | Disposition | 2014-09-05 | 117 | $45.00 | 0 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | M | Direct | |
| No | 4 | S | Direct | |
| No | 4 | M | Direct | |
| No | 4 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Incentive Stock Option (right to buy) | Disposition | 2014-09-05 | 259 | $0.00 | 259 | $32.25 |
| Common Stock | Incentive Stock Option (right to buy) | Acquisiton | 2014-09-04 | 1,219 | $0.00 | 1,219 | $45.27 |
| Common Stock | Non-Qualified Stock Option (right to buy) | Disposition | 2014-09-05 | 117 | $0.00 | 117 | $32.25 |
| Common Stock | Non-Qualified Stock Option (right to buy) | Acquisiton | 2014-09-04 | 5,281 | $0.00 | 5,281 | $45.27 |
| Common Stock | Restricted Stock Unit | Acquisiton | 2014-09-04 | 1,080 | $0.00 | 1,080 | $0.00 |
| Common Stock | Restricted Stock Unit | Acquisiton | 2014-09-04 | 6,500 | $0.00 | 6,500 | $0.00 |
| Common Stock | Restricted Stock Unit | Acquisiton | 2014-09-04 | 6,500 | $0.00 | 6,500 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 6,975 | 2022-09-05 | No | 4 | M | Direct | |
| 1,219 | 2024-09-04 | No | 4 | A | Direct | |
| 2,025 | 2022-09-05 | No | 4 | M | Direct | |
| 5,281 | 2024-09-04 | No | 4 | A | Direct | |
| 22,830 | 2023-09-13 | No | 4 | A | Direct | |
| 6,500 | 2024-09-04 | No | 4 | A | Direct | |
| 13,000 | 2024-09-04 | No | 4 | A | Direct |
Footnotes
- Automatic stock option exercise and same-day sale pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 10, 2013, as modified on December 12, 2013.
- When both ISO and NQ Stock Options granted on September 5, 2012 are combined, they vest over four years of continuous service as follows: 1/48 of the underlying shares vest monthly following the vesting commencement date of September 5, 2012, subject to the Reporting Person's continuous service.
- When both ISO and NQ Stock Options granted on September 4, 2014 are combined, they vest over four years of continuous service as follows: 1/48 of the underlying shares vest monthly following the vesting commencement date of September 4, 2014, subject to the Reporting Person's continuous service.
- 1/4th of the total grant of these Restricted Stock Units will vest on September 15, 2014, as the performance-based condition was exceeded and the time-based criteria was met on that date. The performance-based condition was contingent on meeting certain financial targets for the Issuer's fiscal year 2014, which the Issuer's Board of Directors has deemed to be satisfied in excess of the target. With the performance-based condition exceeded, the remaining units will vest on the following time-based criteria: 1/16th of the units vest quarterly starting on December 15, 2014, subject to the Reporting Person's continued service to the Issuer through each such vesting date, until all the units have vested.
- The Restricted Stock Units vest as follows: 1/16th of the units vest quarterly following the vesting commencement date of September 15, 2014, subject to the Reporting Person's continued service to the Issuer through each such vesting date.
- 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 2015 fiscal year. If the performance-based conditions for fiscal year 2015 are not met, then none of the shares will vest. If the performance-based conditions for fiscal year 2015 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, 2014 and an additional 1/16th of the units will vest quarterly thereafter, subject to (1) the previously mentioned fiscal year 2015 performance-based conditions being met, and (2) the Reporting Person's continued service to the Issuer through each such vesting date.
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