Filing Details
- Accession Number:
- 0001805719-20-000020
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2020-03-17 19:44:26
- Reporting Period:
- 2020-03-15
- Accepted Time:
- 2020-03-17 19:44:26
- 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 |
|---|---|---|---|---|---|---|---|
| 1721294 | P. Steven Sherry | 2850 South Delaware St., Suite 400 San Mateo CA 94403 | Chief Sales 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 | 2020-03-15 | 6,032 | $0.00 | 6,032 | No | 4 | M | Direct | |
| Common Stock | Disposition | 2020-03-17 | 1,943 | $79.85 | 4,089 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| 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 | Performance Shares | Disposition | 2020-03-15 | 250 | $0.00 | 250 | $0.00 |
| Common Stock | Performance Shares | Disposition | 2020-03-15 | 291 | $0.00 | 291 | $0.00 |
| Common Stock | Performance Shares | Disposition | 2020-03-15 | 359 | $0.00 | 359 | $0.00 |
| Common Stock | Restricted Stock Unit | Disposition | 2020-03-15 | 1,563 | $0.00 | 1,563 | $0.00 |
| Common Stock | Restricted Stock Unit | Disposition | 2020-03-15 | 406 | $0.00 | 406 | $0.00 |
| Common Stock | Restricted Stock Unit | Disposition | 2020-03-15 | 444 | $0.00 | 444 | $0.00 |
| Common Stock | Restricted Stock Unit | Disposition | 2020-03-15 | 531 | $0.00 | 531 | $0.00 |
| Common Stock | Restricted Stock Unit | Disposition | 2020-03-15 | 313 | $0.00 | 313 | $0.00 |
| Common Stock | Restricted Stock Unit | Disposition | 2020-03-15 | 1,250 | $0.00 | 1,250 | $0.00 |
| Common Stock | Restricted Stock Unit | Disposition | 2020-03-15 | 625 | $0.00 | 625 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 535 | 2026-09-13 | No | 4 | M | Direct | |
| 4,197 | 2027-09-12 | No | 4 | M | Direct | |
| 6,349 | 2028-09-12 | No | 4 | M | Direct | |
| 0 | 2026-03-02 | No | 4 | M | Direct | |
| 813 | 2026-09-13 | No | 4 | M | Direct | |
| 2,663 | 2027-09-12 | No | 4 | M | Direct | |
| 5,313 | 2028-09-12 | No | 4 | M | Direct | |
| 3,750 | 2029-03-07 | No | 4 | M | Direct | |
| 6,250 | 2029-06-12 | No | 4 | M | Direct | |
| 8,750 | 2029-09-06 | No | 4 | M | Direct |
Footnotes
- 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 6,500 units vesting as follows: 1/16th of the units vest quarterly commencing December 15, 2016. The second is 4,001 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 7,100 units vesting as follows: 1/16th of the units vest quarterly commencing December 15, 2017. The second is 4,647 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 8,500 units vesting as follows: 1/16th of the units vest quarterly commencing December 15, 2018. The second is 5,739 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 June 15, 2016 subject to the Reporting Person's continued service to the Issuer through each such vesting date.
- The Restricted Stock Units vest as follows: 1/16th of the units vest quarterly commencing June 15, 2019, subject to the Reporting Person's continued service to the Issuer through each such vesting date.
- The Restricted Stock Units vest as follows: 1/8th of the units vest quarterly commencing September 15, 2019, subject to the Reporting Person's continued service to the Issuer.
- 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.
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