Form 4 for GWRE Guidewire Software, Inc.
Accepted 2021-09-17 00:00:00 ET · period of report 2021-09-15 · accession 0001528396-21-000064 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2021-09-17 | 2021-09-15 | GWRE | Rosenbaum Michael George | CEO, Dir | A - Grant | $0.00 | +35.2K | 66.0K | +115% | $0 |
| D | 2021-09-17 | 2021-09-15 | GWRE | Rosenbaum Michael George | CEO, Dir | A - Grant | $0.00 | +35.2K | 35.2K | New | $0 |
| DM | 2021-09-17 | 2021-09-15 | GWRE | Rosenbaum Michael George | CEO, Dir | M - OptEx | $0.00 | -14.4K | 22.8K | -39% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2021-09-15 | A | A | 35,238 | $0.00 | 65,993 | D | — | — | (F1) As represented by Restricted Stock Units, which shall vest at 6.25% (or 1/16th) of this award in 16 equal quarterly installments over four years, on each of the 15th of March, June, September, and December subsequent to the vesting commencement date. |
| 2 | Derivative | Performance Shares | 2021-09-15 | A | A | 35,238 | $0.00 | 35,238 | D | $0.00 · — to — | 35,238 Common Stock | (F6) 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. 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. |
| 3 | Derivative | Restricted Stock Unit | 2021-09-15 | M | D | 4,606 | $0.00 | 36,848 | D | $0.00 · — to 2029-09-06 | 4,606 Common Stock | (F5) The Restricted Stock Units vest as follows: 1/4th of the units vest on the one year anniversary of the vesting commencement date of September 15, 2019 and an additional 1/16th of the units vest quarterly thereafter, subject to the Reporting Person's continued service to the Issuer. |
| 4 | Derivative | Performance Shares | 2021-09-15 | M | D | 2,556 | $0.00 | 20,441 | D | $0.00 · — to 2029-09-06 | 2,556 Common Stock | (F2) The vesting of these Restricted Stock Units ("PSUs") is subject to the satisfaction of both performance-based conditions and time-based criteria. The performance-based conditions will be satisfied if certain financial targets, determined by the Issuer, are met over the course of the Issuer's 2020 fiscal year. If the performance-based conditions for fiscal year 2020 are not met, then none of the shares will vest. If the performance-based conditions for fiscal year 2020 are achieved, as determined by the Issuer, then units will vest as the time-based criteria are satisfied. The time-based vesting criteria are as follows: 1/4th of the units vest on the one year anniversary of the vesting commencement date of September 15, 2019 and an additional 1/16th of the units will vest quarterly thereafter, subject to (1) the previously mentioned fiscal year 2020 performance-based conditions being met, and (2) the Reporting Person's continued service to the Issuer through each such vesting date. |
| 5 | Derivative | Performance Shares | 2021-09-15 | M | D | 5,289 | $0.00 | 25,796 | D | $0.00 · — to — | 5,289 Common Stock | (F3) 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. |
| 6 | Derivative | Restricted Stock Unit | 2021-09-15 | M | D | 1,902 | $0.00 | 22,824 | D | $0.00 · — to — | 1,902 Common Stock | (F4) The Restricted Stock Units vest as follows: 1/16th of the units vest quarterly commencing December 15, 2020, subject to the Reporting Person's continued service to the Issuer through each such vesting date. |