| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/24/2012 |
3. Issuer Name and Ticker or Trading Symbol
Guidewire Software, Inc. [ GWRE ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 125,000 | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (right to buy) | (2) | 08/15/2017 | Common Stock | 75,000 | 2.74 | D | |
| Stock Option (right to buy) | (1) | 07/20/2021 | Common Stock | 13,333 | 7.5 | D | |
| Stock Option (right to buy) | (2) | 12/01/2018 | Common Stock | 26,809 | 3.73 | D | |
| Stock Option (right to buy) | (1) | 07/20/2021 | Common Stock | 36,667 | 7.5 | D | |
| Stock Option (right to buy) | (3) | 12/01/2018 | Common Stock | 13,191 | 3.73 | D | |
| Restricted Stock Unit | (4) | 12/07/2020 | Common Stock | 95,000 | 0.00 | D | |
| Restricted Stock Unit | (5) | 07/20/2021 | Common Stock | 50,000 | 0.00 | D | |
| Stock Option (right to buy) | (2) | 12/08/2014 | Common Stock | 30,000 | 0.16 | D | |
| Stock Option (right to buy) | (2) | 01/04/2016 | Common Stock | 100,000 | 0.5 | D | |
| Explanation of Responses: |
| 1. This Stock Option vests 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. |
| 2. This Stock Option is fully-vested. |
| 3. This Stock Option vests over four years of continuous service as follows: 1/48th of the underlying shares vest monthly following the vesting commencement date of December 2, 2008. |
| 4. As described in the Issuer's Registration Statement on Form S-1 for the Issuer's initial public offering (the "IPO"), the Reporting Person holds restricted stock units ("RSUs"), the vesting of which are subject to the satisfaction of both a time-based vesting condition and a liquidity event-based condition. The time-based vesting condition is quarterly over four years beginning on the vesting commencement date of December 15, 2010. |
| 5. As described in the Issuer's Registration Statement on Form S-1 for the Issuer's initial public offering (the "IPO"), the Reporting Person holds restricted stock units ("RSUs"), the vesting of which are subject to the satisfaction of both a time-based vesting condition and a liquidity event-based condition. The time-based vesting condition is quarterly over four years beginning on the vesting commencement date of September 15, 2011. |
| /s/ Bob Donohue, attorney in fact to Reporting Person | 01/24/2012 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
LIMITED POWER OF ATTORNEY
The undersigned hereby constitutes and appoints each of Bob Donohue, Karen Blasing, Craig Schmitz
and Richard Kline, signing singly, and with full power of substitution, the undersigned’s true and
lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer
and/or director of Guidewire Software, Inc. (the “Company”), from time to time the following U.S.
Securities and Exchange Commission (“SEC”) forms: (i) Form ID, including any attached documents, to
effect the assignment of codes to the undersigned to be used in the transmission of information to
the SEC using the EDGAR System; (ii) Form 3, Initial Statement of Beneficial Ownership of
Securities, including any attached documents; (iii) Form 4, Statement of Changes in Beneficial
Ownership of Securities, including any attached documents; (iv) Form 5, Annual Statement of
Beneficial Ownership of Securities in accordance with Section 16(a) of the Securities Exchange Act
of 1934, as amended, and the rules thereunder, including any attached documents; (v) Schedule 13D
and (vi) amendments of each thereof, in accordance with the Securities Exchange Act of 1934, as
amended, and the rules thereunder, including any attached documents;
(2) do and perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable to complete and execute any such Form 3, 4 or 5, Schedule 13D or any
amendment(s) thereto, and timely file such form(s) with the SEC and any securities exchange,
national association or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in
the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact, acting singly, full power and
authority to do and perform any and every act and thing whatsoever requisite, necessary or proper
to be done in the exercise of any of the rights and powers herein granted, as fully to all intents
and purposes as the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of
this power of attorney and the rights and powers herein granted. The undersigned acknowledges that
the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are
not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with
Section 16 or Regulation 13D-G of the Securities Exchange Act of 1934, as amended. The undersigned
hereby agrees to indemnify the attorney in fact and the Company from and against any demand,
damage, loss, cost or expense arising from any false or misleading information provided by the
undersigned to the attorney-in fact.
This Power of Attorney shall remain in full force and effect until the undersigned is no
longer required to file such forms with respect to the undersigned’s holdings of and transactions
in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of
January 18, 2012.
| /s/ Alexander C. Naddaff | ||||
| Alexander C. Naddaff | ||||