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Filing Details

Accession Number:: 0001540043-13-000020
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-12-17 21:41:52
Reporting Period:: 2013-12-13

Filing Date:: 2013-12-17
Accepted Time:: 2013-12-17 21:41:52
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1528396	Guidewire Software Inc.	GWRE	Services-Prepackaged Software (7372)	364468504

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1540043	Jeremy Henrickson	1001 E. Hillsdale Blvd., Suite 800 Foster City CA 94404	Vp, Product Development	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2013-12-13	3,000	$7.50	12,521	No	4	M	Direct
Common Stock	Disposition	2013-12-13	3,000	$44.86	9,521	No	4	S	Direct
Common Stock	Acquisiton	2013-12-15	1,875	$0.00	11,396	No	4	M	Direct
Common Stock	Disposition	2013-12-15	978	$45.21	10,418	No	4	F	Direct
Common Stock	Acquisiton	2013-12-15	1,000	$0.00	11,418	No	4	M	Direct
Common Stock	Disposition	2013-12-15	521	$45.21	10,897	No	4	F	Direct
Common Stock	Acquisiton	2013-12-15	3,750	$0.00	14,647	No	4	M	Direct
Common Stock	Disposition	2013-12-15	1,799	$45.21	12,848	No	4	F	Direct
Common Stock	Acquisiton	2013-12-15	625	$0.00	13,473	No	4	M	Direct
Common Stock	Disposition	2013-12-15	326	$45.21	13,147	No	4	F	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	S	Direct
No	4	M	Direct
No	4	F	Direct
No	4	M	Direct
No	4	F	Direct
No	4	M	Direct
No	4	F	Direct
No	4	M	Direct
No	4	F	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Incentive Stock Option (right to buy)	Disposition	2013-12-13	3,000	$0.00	3,000	$7.50
Common Stock	Restricted Stock Unit	Disposition	2013-12-15	3,750	$0.00	3,750	$0.00
Common Stock	Restricted Stock Unit	Disposition	2013-12-15	1,875	$0.00	1,875	$0.00
Common Stock	Restricted Stock Unit	Disposition	2013-12-15	1,000	$0.00	1,000	$0.00
Common Stock	Restricted Stock Unit	Disposition	2013-12-15	625	$0.00	625	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
3,935	2021-07-21	No	4	M	Direct
15,000	2020-12-07	No	4	M	Direct
13,125	2021-07-20	No	4	M	Direct
11,000	2022-09-05	No	4	M	Direct
19,375	2023-09-13	No	4	M	Direct

Footnotes

Automatic stock option exercise and same-day sale pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 15, 2012.
The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $44.52 to $45.17 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.
Shares withheld by Issuer to cover taxes associated with settlement of Restricted Stock Units.
When both ISO and NQ Stock Options granted on July 21, 2011 are combined, they vest 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.
The vesting of these Restricted Stock Units is subject to the satisfaction of both a liquidity event-based condition and time-based vesting. The liquidity event-based condition was satisfied on July 22, 2012 and the time-based vesting occurs quarterly over four years from December 15, 2010, subject to the Reporting Person's continued service to the Issuer through each such vesting date.
The vesting of these Restricted Stock Units is subject to the satisfaction of both a liquidity event-based condition and time-based vesting. The liquidity event-based condition was satisfied on July 22, 2012 and the time-based vesting occurs quarterly over four years from September 15, 2011, subject to the Reporting Person's continued service to the Issuer through each such vesting date.
1/4th of the total grant of these Restricted Stock Units vested on September 15, 2013, as both the performance-based condition and the time-based criteria were met on that date. The performance-based condition was contingent on meeting certain financial targets for the Issuer's fiscal year 2013, which the Issuer's Board of Directors has deemed to be satisfied. With the performance-based condition satisfied, the remaining units will vest on the following time-based criteria: 1/16th of the units vest quarterly starting on December 15, 2013, subject to the Reporting Person's continued service to the Issuer through each such vesting date, until all the units have vested.
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 following the vesting commencement date of September 15, 2013 (the "VCD"), subject to the Reporting Person's continued service to the Issuer. The second issuance consists of 10,000 units, for which vesting is subject to the satisfaction of both performance-based conditions and time-based criteria. The performance-based conditions will be satisfied if certain targets for FY2014, determined by the Issuer, are met. The time-based vesting criteria are as follows: 1/4th of the units vest on 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. Both the performance-based conditions and time-based criteria must be met for vesting to occur.