Filing Details

Accession Number:
0001540043-13-000020
Form Type:
4
Zero Holdings:
No
Publication Time:
2013-12-17 21:41:52
Reporting Period:
2013-12-13
Filing Date:
2013-12-17
Accepted Time:
2013-12-17 21:41:52
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
1540043 Jeremy Henrickson 1001 E. Hillsdale Blvd., Suite 800
Foster City CA 94404
Vp, Product Development 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 2013-12-13 3,000 $7.50 12,521 No 4 M Direct
Common Stock Disposition 2013-12-13 3,000 $44.86 9,521 No 4 S Direct
Common Stock Acquisiton 2013-12-15 1,875 $0.00 11,396 No 4 M Direct
Common Stock Disposition 2013-12-15 978 $45.21 10,418 No 4 F Direct
Common Stock Acquisiton 2013-12-15 1,000 $0.00 11,418 No 4 M Direct
Common Stock Disposition 2013-12-15 521 $45.21 10,897 No 4 F Direct
Common Stock Acquisiton 2013-12-15 3,750 $0.00 14,647 No 4 M Direct
Common Stock Disposition 2013-12-15 1,799 $45.21 12,848 No 4 F Direct
Common Stock Acquisiton 2013-12-15 625 $0.00 13,473 No 4 M Direct
Common Stock Disposition 2013-12-15 326 $45.21 13,147 No 4 F 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 F Direct
No 4 M Direct
No 4 F Direct
No 4 M Direct
No 4 F Direct
No 4 M Direct
No 4 F 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 2013-12-13 3,000 $0.00 3,000 $7.50
Common Stock Restricted Stock Unit Disposition 2013-12-15 3,750 $0.00 3,750 $0.00
Common Stock Restricted Stock Unit Disposition 2013-12-15 1,875 $0.00 1,875 $0.00
Common Stock Restricted Stock Unit Disposition 2013-12-15 1,000 $0.00 1,000 $0.00
Common Stock Restricted Stock Unit Disposition 2013-12-15 625 $0.00 625 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
3,935 2021-07-21 No 4 M Direct
15,000 2020-12-07 No 4 M Direct
13,125 2021-07-20 No 4 M Direct
11,000 2022-09-05 No 4 M Direct
19,375 2023-09-13 No 4 M Direct
Footnotes
  1. Automatic stock option exercise and same-day sale pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 15, 2012.
  2. The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $44.52 to $45.17 per share. The Reporting Person will provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
  3. Shares withheld by Issuer to cover taxes associated with settlement of Restricted Stock Units.
  4. When both ISO and NQ Stock Options granted on July 21, 2011 are combined, they vest over four years of continuous service as follows: 1/48th of the underlying shares vest monthly following the vesting commencement date of July 21, 2011.
  5. The vesting of these Restricted Stock Units is subject to the satisfaction of both a liquidity event-based condition and time-based vesting. The liquidity event-based condition was satisfied on July 22, 2012 and the time-based vesting occurs quarterly over four years from December 15, 2010, subject to the Reporting Person's continued service to the Issuer through each such vesting date.
  6. The vesting of these Restricted Stock Units is subject to the satisfaction of both a liquidity event-based condition and time-based vesting. The liquidity event-based condition was satisfied on July 22, 2012 and the time-based vesting occurs quarterly over four years from September 15, 2011, subject to the Reporting Person's continued service to the Issuer through each such vesting date.
  7. 1/4th of the total grant of these Restricted Stock Units vested on September 15, 2013, as both the performance-based condition and the time-based criteria were met on that date. The performance-based condition was contingent on meeting certain financial targets for the Issuer's fiscal year 2013, which the Issuer's Board of Directors has deemed to be satisfied. With the performance-based condition satisfied, the remaining units will vest on the following time-based criteria: 1/16th of the units vest quarterly starting on December 15, 2013, subject to the Reporting Person's continued service to the Issuer through each such vesting date, until all the units have vested.
  8. 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 following the vesting commencement date of September 15, 2013 (the "VCD"), subject to the Reporting Person's continued service to the Issuer. The second issuance consists of 10,000 units, for which vesting is subject to the satisfaction of both performance-based conditions and time-based criteria. The performance-based conditions will be satisfied if certain targets for FY2014, determined by the Issuer, are met. The time-based vesting criteria are as follows: 1/4th of the units vest on 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. Both the performance-based conditions and time-based criteria must be met for vesting to occur.