Filing Details
- Accession Number:
- 0001593806-17-000033
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2017-09-15 20:10:27
- Reporting Period:
- 2017-09-15
- Accepted Time:
- 2017-09-15 20:10:27
- 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 |
|---|---|---|---|---|---|---|---|
| 1593806 | Scott Roza | 1001 E. Hillsdale Blvd., Suite 800 Foster City CA 94404 | Chief Business 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 | 2017-09-15 | 6,327 | $0.00 | 7,127 | No | 4 | M | Direct | |
| Common Stock | Acquisiton | 2017-09-15 | 583 | $45.80 | 7,710 | No | 4 | M | Direct | |
| Common Stock | Acquisiton | 2017-09-15 | 199 | $45.80 | 7,909 | No | 4 | M | Direct | |
| Common Stock | Disposition | 2017-09-15 | 782 | $78.20 | 7,127 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | M | Direct | |
| No | 4 | M | 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 | 2017-09-15 | 199 | $0.00 | 199 | $45.80 |
| Common Stock | Non-Qualified Stock Option (right to buy) | Disposition | 2017-09-15 | 583 | $0.00 | 583 | $45.80 |
| Common Stock | Performance Shares | Disposition | 2017-09-15 | 938 | $0.00 | 938 | $0.00 |
| Common Stock | Performance Shares | Disposition | 2017-09-15 | 1,384 | $0.00 | 1,384 | $0.00 |
| Common Stock | Restricted Stock Unit | Disposition | 2017-09-15 | 2,344 | $0.00 | 2,344 | $0.00 |
| Common Stock | Restricted Stock Unit | Disposition | 2017-09-15 | 191 | $0.00 | 191 | $0.00 |
| Common Stock | Restricted Stock Unit | Disposition | 2017-09-15 | 282 | $0.00 | 282 | $0.00 |
| Common Stock | Restricted Stock Unit | Disposition | 2017-09-15 | 625 | $0.00 | 625 | $0.00 |
| Common Stock | Restricted Stock Unit | Disposition | 2017-09-15 | 563 | $0.00 | 563 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 397 | 2023-12-05 | No | 4 | M | Direct | |
| 1,166 | 2023-12-05 | No | 4 | M | Direct | |
| 7,504 | 2025-09-03 | No | 4 | M | Direct | |
| 7,616 | 2026-09-13 | No | 4 | M | Direct | |
| 2,344 | 2023-12-05 | No | 4 | M | Direct | |
| 2,168 | 2024-09-04 | No | 4 | M | Direct | |
| 1,886 | 2024-09-04 | No | 4 | M | Direct | |
| 5,000 | 2025-09-03 | No | 4 | M | Direct | |
| 6,750 | 2026-09-13 | No | 4 | M | Direct |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Common Stock | 500 | Indirect | by Spouse |
Footnotes
- Automatic option exercise and sale pursuant to a 10b5-1 trading plan adopted by the Reporting Person on December 22, 2016.
- When both ISO and NQ Stock Options granted on December 5, 2013 are combined, they vest over four years of continuous service as follows: 1/4th of the underlying shares vest on the one year anniversary of the vesting commencement date of November 15, 2013 and an additional 1/48th of the underlying shares vest monthly thereafter.
- The grant consists of two separate issuances of Restricted Stock Units. One issuance consists of 10,000 units which vest as follows: 1/16th of the units vest quarterly commencing December 15, 2015, subject to the Reporting Person's continued service to the Issuer. The second issuance consists of 15,006 units, for which vesting was subject to the satisfaction of both performance-based conditions and time-based criteria. The performance-based conditions were previously deemed by the Issuer's Board of Directors to have been met and exceeded, and the time-based vesting criteria are as follows: 1/4th of the units vested on the one year anniversary of the vesting commencement date of September 15, 2015 and an additional 1/16th of the units will vest quarterly thereafter, subject to the Reporting Person's continued service to the Issuer.
- 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 9,000 units vesting as follows: 1/16th of the units vest quarterly commencing December 15, 2016. The second is 5,539 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 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, 2019.
- The number of shares reported in Column 9 of Table II represents the 2016 Performance Stock Unit ("PSU") and the Total Shareholder Return grants less the number of PSU shares vested as of this Transaction Date.
- The Restricted Stock Units vest as follows: 1/4th of the units vest on the one year anniversary of the vesting commencement date of December 15, 2013 and an additional 1/16th of the units vest quarterly thereafter, subject to the Reporting Person's continued service to the Issuer through each such vesting date.
- The grant consists of two separate issuances of Restricted Stock Units. One issuance consists of 4,500 units which vest as follows: 1/16th of the units vest quarterly following the vesting commencement date of September 15, 2014 (the "VCD"), subject to the Reporting Person's continued service to the Issuer. The second issuance consists of 3,045 units, for which vesting was subject to the satisfaction of both performance-based conditions and time-based criteria. Attainment regarding the performance-based conditions was determined by the Issuer's Board of Directors based on the Issuer's results for FYE July 31, 2015 and the time-based vesting criteria are as follows: 1/4th of the units vested on September 15, 2015, the one year anniversary of the VCD, and an additional 1/16th of the units will vest quarterly thereafter, subject to the Reporting Person's continued service to the Issuer.
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