Roza Scott 4

Accession 0001593806-17-000033

CIK 0001528396other

View on SEC.gov Company Profile

Filed

Sep 14, 8:00 PM ET

Accepted

Sep 15, 8:10 PM ET

Size

31.1 KB

Accession

0001593806-17-000033

Insider Transaction Report

Form 4

Period: 2017-09-15

Guidewire Software, Inc.GWRE

Roza Scott

SVP, Worldwide Sales

Transactions

Exercise/Conversion
Common Stock
2017-09-15$45.80/sh+583$26,701→ 7,710 total
Exercise/Conversion
Incentive Stock Option (right to buy)
2017-09-15−199→ 397 total
Exercise: $45.80Exp: 2023-12-05→ Common Stock (199 underlying)
Exercise/Conversion
Common Stock
2017-09-15+6,327→ 7,127 total
Exercise/Conversion
Performance Shares
2017-09-15−938→ 7,504 total
Exercise: $0.00Exp: 2025-09-03→ Common Stock (938 underlying)
Exercise/Conversion
Performance Shares
2017-09-15−1,384→ 7,616 total
Exercise: $0.00Exp: 2026-09-13→ Common Stock (1,384 underlying)
Exercise/Conversion
Restricted Stock Unit
2017-09-15−2,344→ 2,344 total
Exercise: $0.00Exp: 2023-12-05→ Common Stock (2,344 underlying)
Exercise/Conversion
Restricted Stock Unit
2017-09-15−191→ 2,168 total
Exercise: $0.00Exp: 2024-09-04→ Common Stock (191 underlying)
Exercise/Conversion
Restricted Stock Unit
2017-09-15−282→ 1,886 total
Exercise: $0.00Exp: 2024-09-04→ Common Stock (282 underlying)
Exercise/Conversion
Restricted Stock Unit
2017-09-15−625→ 5,000 total
Exercise: $0.00Exp: 2025-09-03→ Common Stock (625 underlying)
Exercise/Conversion
Restricted Stock Unit
2017-09-15−563→ 6,750 total
Exercise: $0.00Exp: 2026-09-13→ Common Stock (563 underlying)
Exercise/Conversion
Common Stock
2017-09-15$45.80/sh+199$9,114→ 7,909 total
Sale
Common Stock
2017-09-15$78.20/sh−782$61,152→ 7,127 total
Exercise/Conversion
Non-Qualified Stock Option (right to buy)
2017-09-15−583→ 1,166 total
Exercise: $45.80Exp: 2023-12-05→ Common Stock (583 underlying)

Holdings

Common Stock
(indirect: By Spouse)
500

Footnotes (7)

[F1]Automatic option exercise and sale pursuant to a 10b5-1 trading plan adopted by the Reporting Person on December 22, 2016.
[F2]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.
[F3]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.
[F4]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.
[F5]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.
[F6]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.
[F7]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.

Documents

1 file

4
edgardoc.xmlPrimary
PRIMARY DOCUMENT

Issuer

Guidewire Software, Inc.

CIK 0001528396

→

Entity typeother

Related Parties

filerCIK 0001593806

Filing Metadata

Form type: 4
Filed: Sep 14, 8:00 PM ET
Accepted: Sep 15, 8:10 PM ET
Size: 31.1 KB

View on SEC.gov