0001528396-23-000078.txt : 20230915 0001528396-23-000078.hdr.sgml : 20230915 20230915175354 ACCESSION NUMBER: 0001528396-23-000078 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230915 FILED AS OF DATE: 20230915 DATE AS OF CHANGE: 20230915 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hung Priscilla CENTRAL INDEX KEY: 0001557593 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35394 FILM NUMBER: 231259681 MAIL ADDRESS: STREET 1: C/O GUIDEWIRE SOFTWARE, INC. STREET 2: 970 PARK PL, SUITE 200 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: 970 PARK PL, SUITE 200 CITY: SAN MATEO STATE: CA ZIP: 94403 BUSINESS PHONE: 650-357-9100 MAIL ADDRESS: STREET 1: 970 PARK PL, SUITE 200 CITY: SAN MATEO STATE: CA ZIP: 94403 4 1 wk-form4_1694814823.xml FORM 4 X0508 4 2023-09-15 0 0001528396 Guidewire Software, Inc. GWRE 0001557593 Hung Priscilla C/O GUIDEWIRE SOFTWARE, INC. 970 PARK PL, SUITE 200 SAN MATEO CA 94403 0 1 0 0 President & COO 0 Common Stock 2023-09-15 4 M 0 4671 0 A 54312 D Common Stock 2023-09-15 4 M 0 342 0 A 54654 D Common Stock 2023-09-15 4 M 0 10581 0 A 65235 D Common Stock 2023-09-15 4 M 0 3821 0 A 69056 D Performance Shares 0 2023-09-15 4 M 0 4671 0 D 2032-09-15 Common Stock 4671 23112 D Performance Shares 0 2023-09-15 4 M 0 342 0 D 2029-09-06 Common Stock 342 0 D Performance Shares 0 2023-09-15 4 M 0 10581 0 D 2030-09-09 Common Stock 10581 0 D Performance Shares 0 2023-09-15 4 M 0 3821 0 D 2031-09-14 Common Stock 3821 13219 D At the end of Year 1, as to 50% of this PSU award (Part 1), the Compensation Committee of the Board of Directors determined, on September 15, 2023, that 101.8% of the performance conditions against the FY23 ARR targets were met resulting in an increase of 249 PSUs earned by the Reporting Person. 33% of Part 1 vested immediately thereafter. 33% of Part 1 will vest at the end of Year 2, and 33% of Part 1 will vest at the end of Year 3. At the end of Year 3, 50% of the PSU award (Part 2) will be determined based on performance against the FY25 ARR targets. On September 6, 2019, the Reporting Person was granted a target of 7,500 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 2,025 shares earned by the Reporting Person. The time-based vesting is: 1/4th vest on September 15, 2020, and 1/16th of the units vest quarterly thereafter. This award is fully vested. This PSU award is split in two halves, with vesting of each subject to the satisfaction of both performance- and time-based conditions. Performance-based conditions would 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. Since the performance-based conditions for fiscal year 2021 were achieved, the first half vested based on performance as follows: 16.6% on each of September 15, 2021, September 15, 2022, and September 15, 2023.The second half vested on September 15, 2023, based on the Compensation Committee of the Board of Directors September 13, 2023 determination that 106.3% of the performance-based conditions for fiscal year 2023 were met resulting in an increase of 473 PSUs earned by the Reporting Person. This award is fully vested. At the end of Year 1, as to 50% of this PSU award (Part 1), the Compensation Committee of the Board of Directors determined, on September 7, 2022, that 122% of the performance conditions were met resulting in an increase of 2,067 PSUs earned by the Reporting Person. 33% of Part 1 vested immediately thereafter. 33% of Part 1 will vest at the end of Year 2, and 33% of Part 1 will vest at the end of Year 3. At the end of Year 3, 50% of the PSU award (Part 2) will be determined based on performance against fiscal year 2024 financial targets vesting 100% immediately thereafter. By: Winston King, Attorney-in-Fact for Priscilla Hung 2023-09-15