0001528396-22-000094.txt : 20220919 0001528396-22-000094.hdr.sgml : 20220919 20220919190812 ACCESSION NUMBER: 0001528396-22-000094 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220915 FILED AS OF DATE: 20220919 DATE AS OF CHANGE: 20220919 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rosenbaum Michael George CENTRAL INDEX KEY: 0001784996 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35394 FILM NUMBER: 221251734 MAIL ADDRESS: STREET 1: GUIDEWIRE SOFTWARE, INC. STREET 2: 2850 S. DELAWARE ST. STE 400 CITY: SAN MATEO STATE: CA ZIP: 94403 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Guidewire Software, Inc. CENTRAL INDEX KEY: 0001528396 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 364468504 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 BUSINESS ADDRESS: STREET 1: 2850 S. DELAWARE ST., SUITE 400 CITY: SAN MATEO STATE: CA ZIP: 94403 BUSINESS PHONE: 650-357-9100 MAIL ADDRESS: STREET 1: 2850 S. DELAWARE ST., SUITE 400 CITY: SAN MATEO STATE: CA ZIP: 94403 4 1 wf-form4_166362887443214.xml FORM 4 X0306 4 2022-09-15 0 0001528396 Guidewire Software, Inc. GWRE 0001784996 Rosenbaum Michael George C/O GUIDEWIRE SOFTWARE, INC. 2850 SOUTH DELAWARE STREET, SUITE 400 SAN MATEO CA 94403 1 1 0 0 Chief Executive Officer Common Stock 2022-09-15 4 A 0 59568 0 A 185042 D Common Stock 2022-09-15 4 M 0 7165 0 A 192207 D Common Stock 2022-09-15 4 M 0 28894 0 A 221101 D Common Stock 2022-09-15 4 M 0 5290 0 A 226391 D Common Stock 2022-09-15 4 M 0 2555 0 A 228946 D Common Stock 2022-09-19 4 S 0 27786 62.8195 D 201160 D Performance Shares 0.0 2022-09-15 4 A 0 59568 0 A 2032-09-15 Common Stock 59568.0 59568 D Performance Shares 0.0 2022-09-15 4 M 0 7165 0 D Common Stock 7165.0 31949 D Performance Shares 0.0 2022-09-15 4 M 0 28894 0 D 2029-09-06 Common Stock 28894.0 0 D Performance Shares 0.0 2022-09-15 4 M 0 5290 0 D Common Stock 5290.0 20506 D Performance Stock Units 2022-09-15 4 M 0 2555 0 D 2029-09-06 Common Stock 2555.0 10220 D Shares sold by Issuer to cover taxes associated with settlement of Restricted Stock Units. The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $62.8190 to $62.8199 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. At the end of Year 1, 50% of the PSU award will be determined based on performance against the FY23 ARR targets. 33% will vest immediately, 33% will vest at end of Year 2, and 33% will vest at end of Year 3. At the end of Year 3, 50% of the PSU award will be determined based on performance against the FY25 ARR targets. 100% will vest immediately. At the end of Year 1, 50% of this PSU will be determined based on performance against fiscal year 2022 financial targets, with the following vesting schedule: 33% vesting immediately, 33% vesting at end of Year 2, and 33% vesting at end of Year 3. On September 7, 2022, the Compensation Committee of the Board of Directors determined that 122% of the performance-based conditions were met resulting in an increase of 3,876 shares earned by the Reporting Person. At the end of Year 3, 50% of the PSU award will be determined based on performance against fiscal year 2024 financial targets, with the following vesting schedule: 100% vesting immediately. Each Performance Restricted Stock Unit ("TSR") represents a contingent right to receive one share of the Issuer's common stock. Between 0% to 125% (incorrectly previously reported as 110%) of the reported target number of TSRs may be earned, based on the Company's total shareholder return percentile ranking relative to the software companies in a peer industry index for a three-year cumulative performance period commencing August 1, 2019, and ending July 31, 2022 (the "TSR Performance Measurement Period"). All earned TSRs will vest at the end of the TSR Performance Measurement Period. On September 7, 2022, the Compensation Committee of the Board of Directors determined that 77.38% of the performance-based conditions were met resulting in a decrease of 8,446 shares earned by the Reporting Person. These performance stock units are split in two halves, with vesting of each subject to the satisfaction of both performance- and time-based conditions. Performance-based conditions will be satisfied if financial targets, determined by the Issuer, are met for fiscal year 2021 for the first half and fiscal year 2023 for the second half. If the performance-based conditions for fiscal year 2021 are achieved, then the first half will vest based on performance with the following timing: 16.6% will vest on each of September 15, 2021, September 15, 2022, and September 15, 2023, subject to the Reporting Person's continued service to the Issuer. The second half will vest on September 15, 2023 based on achievement under the performance-based conditions for fiscal year 2023, subject to the Reporting Person's continued service to the Issuer. Each restricted stock unit or performance stock unit represents a contingent right to receive one share of the Issuer's common stock. On September 6, 2019, the Reporting Person was granted a target of 56,009 shares covered by restricted stock units with performance- and time-based vesting requirements. On September 9, 2020, the Compensation Committee of the Board of Directors determined that 73% of the performance-based conditions were met resulting in a reduction of 15,122 shares earned by the Reporting Person. The time-based vesting is: 1/4th on September 15, 2020, and 1/16th of the units vest quarterly thereafter subject to the Reporting Person's continued service to the Issuer. By: Winston King, Attorney-in-Fact for Michael George Rosenbaum 2022-09-19