SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Guidewire Software, Inc. [ GWRE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/15/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 09/15/2019 | M | 100,215 | A | $0.0 | 100,215 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Shares | $0.0 | 09/15/2019 | M | 4,341 | (1) | 09/03/2025 | Common Stock | 4,341 | $0.0 | 0 | D | ||||
| Performance Shares | $0.0 | 09/15/2019 | M | 2,408 | (2) | 09/16/2026 | Common Stock | 2,408 | $0.0 | 96,415(3) | D | ||||
| Performance Shares | $0.0 | 09/15/2019 | M | 7,921 | (4) | 09/16/2026 | Common Stock | 7,921 | $0.0 | 88,494(3) | D | ||||
| Performance Shares | $0.0 | 09/15/2019 | M | 63,375 | (5) | 09/16/2026 | Common Stock | 63,375 | $0.0 | 25,119(3) | D | ||||
| Performance Shares | $0.0 | 09/15/2019 | M | 3,417 | (6) | 09/12/2027 | Common Stock | 3,417 | $0.0 | 67,579(7) | D | ||||
| Performance Shares | $0.0 | 09/15/2019 | M | 9,221 | (8) | 09/12/2028 | Common Stock | 9,221 | $0.0 | 7,171 | D | ||||
| Restricted Stock Unit | $0.0 | 09/15/2019 | M | 2,894 | (1) | 09/03/2025 | Common Stock | 2,894 | $0.0 | 0 | D | ||||
| Restricted Stock Unit | $0.0 | 09/15/2019 | M | 2,611 | (2) | 09/16/2026 | Common Stock | 2,611 | $0.0 | 10,443 | D | ||||
| Restricted Stock Unit | $0.0 | 09/15/2019 | M | 1,978 | (6) | 09/12/2027 | Common Stock | 1,978 | $0.0 | 15,819 | D | ||||
| Restricted Stock Unit | $0.0 | 09/15/2019 | M | 2,049 | (8) | 09/12/2028 | Common Stock | 2,049 | $0.0 | 8,196 | D | ||||
| Explanation of Responses: |
| 1. The grant consists of two separate issuances of Restricted Stock Units. One issuance consists of 46,296 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 69,447 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. |
| 2. 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. |
| 3. The number of shares reported in Column 9 of Table II represents the 2016 Performance Stock Unit ("PSU") and the Total Shareholder Return ("TSR") grants less the number of PSU and TSR shares vested as of this Transaction Date. |
| 4. The actual number of Performance Restricted Stock Units ("TSRs") earned based on the Issuer's total shareholder return percentile ranking relative to the companies in the S&P software and Series Select Industry Index for a three year cumulative performance period commencing August 1, 2016 and ending July 31, 2019. All earned TSRs vested after July 31, 2019, based on the Issuer's percentile ranking as affirmed by the Issuer's board of directors and subject to the Reporting Person's continued service to the Issuer. |
| 5. The actual number of Performance Restricted Stock Units ("TSRs") earned based on the Issuer's total shareholder return percentile ranking relative to the companies in the S&P Software and Series Select Industry Index ("TSR Rank") for a two year cumulative performance period commencing August 1, 2016 and ending July 31, 2018; the Company's TSR Rank for a three-year cumulative performance period commencing August 1, 2016 and ending July 31, 2019; and a revenue/operating multiplier. All earned TSRs vested after July 31, 2019, based on the Issuer's percentile rankings and revenue/operating multiplier as affirmed by the Issuer's board of directors and subject to the Reporting Person's continued service to the Issuer. |
| 6. 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. |
| 7. 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. |
| 8. 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: 1/16th 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: 1/4th of the units vested on September 15, 2019 and an additional 1/16th of the units will vest quarterly thereafter. |
| By: Winston King Attorney in Fact For: Marcus S. Ryu | 09/16/2019 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||