Filing Details
- Accession Number:
- 0001805719-20-000022
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2020-03-17 19:48:20
- Reporting Period:
- 2020-03-15
- Accepted Time:
- 2020-03-17 19:48:20
- 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 |
|---|---|---|---|---|---|---|---|
| 1540041 | Marcus Ryu | 2850 South Delaware St., Suite 400 San Mateo CA 94403 | Yes | No | 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 | 14,767 | $0.00 | 18,914 | No | 4 | M | Direct | |
| Common Stock | Disposition | 2020-03-17 | 7,709 | $79.85 | 11,205 | 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 | 2,408 | $0.00 | 2,408 | $0.00 |
| Common Stock | Performance Shares | Disposition | 2020-03-15 | 3,417 | $0.00 | 3,417 | $0.00 |
| Common Stock | Performance Shares | Disposition | 2020-03-15 | 2,305 | $0.00 | 2,305 | $0.00 |
| Common Stock | Restricted Stock Unit | Disposition | 2020-03-15 | 2,611 | $0.00 | 2,611 | $0.00 |
| Common Stock | Restricted Stock Unit | Disposition | 2020-03-15 | 1,977 | $0.00 | 1,977 | $0.00 |
| Common Stock | Restricted Stock Unit | Disposition | 2020-03-15 | 2,049 | $0.00 | 2,049 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 20,303 | 2026-09-16 | No | 4 | M | Direct | |
| 60,746 | 2027-09-12 | No | 4 | M | Direct | |
| 2,561 | 2028-09-12 | No | 4 | M | Direct | |
| 5,222 | 2026-09-16 | No | 4 | M | Direct | |
| 11,865 | 2027-09-12 | No | 4 | M | Direct | |
| 4,098 | 2028-09-12 | No | 4 | M | Direct |
Footnotes
- Shares sold by Issuer to cover taxes associated with settlement of Restricted Stock Units.
- The grant consists of four separate issuances of Restricted Stock Units, each with vesting subject to the Reporting Person's continued service to the Issuer. The first is 41,771 units vesting as follows: 1/16th of the units vest quarterly commencing December 15, 2016. The second is 38,529 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 and fourth previously described TSR grants have vested according to their terms and conditions.
- The grant consists of four separate issuances of Restricted Stock Units, each with vesting subject to the Reporting Person's continued service to the Issuer. The first is 31,638 units vesting as follows: 1/16th of the units vest quarterly commencing December 15, 2017. The second is 54,668 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 and fourth consist of units for which vesting will be determined based on (i) the Issuer's total shareholder return percentile ranking relative to a set peer group, over a three year period ending on July 31, 2020 and (ii) attainment of certain financial targets by Issuer over the same period.
- 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 two separate issuances of Restricted Stock Units, each with vesting subject to the Reporting Person's continued service to the Issuer. The first is 16,392 units vesting as follows: 1/8th* of the units vest quarterly commencing December 15, 2018. The second is 18,441 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: 1/2* of the units vested on September 15, 2019 and an additional 1/8th* of the units will vest quarterly thereafter. *Corrects footnotes 8 and 4 on Forms 4 filed September 16, and December 17, 2019, respectively.
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