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Filing Details

Accession Number:: 0001540041-14-000028
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-09-08 20:22:48
Reporting Period:: 2014-09-04

Filing Date:: 2014-09-08
Accepted Time:: 2014-09-08 19:22:48
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
1540041	Marcus Ryu	1001 E. Hillsdale Blvd., Suite 800 Foster City CA 94404	Ceo And President	Yes	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	Disposition	2014-09-05	19,932	$45.15	93,704	No	4	S	Direct
Common Stock	Disposition	2014-09-05	10,068	$45.72	83,636	No	4	S	Direct
Common Stock	Acquisiton	2014-09-05	2,812	$8.65	86,448	No	4	M	Direct
Common Stock	Acquisiton	2014-09-05	259	$32.25	86,707	No	4	M	Direct
Common Stock	Acquisiton	2014-09-05	1,929	$32.25	88,636	No	4	M	Direct
Common Stock	Disposition	2014-09-05	3,800	$45.16	84,836	No	4	S	Direct
Common Stock	Disposition	2014-09-05	1,200	$45.71	83,636	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	S	Direct
No	4	S	Direct
No	4	M	Direct
No	4	M	Direct
No	4	M	Direct
No	4	S	Direct
No	4	S	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	2014-09-05	259	$0.00	259	$32.25
Common Stock	Incentive Stock Option (right to buy)	Acquisiton	2014-09-04	2,208	$0.00	2,208	$45.27
Common Stock	Non-Qualified Stock Option (right to buy)	Disposition	2014-09-05	2,812	$0.00	2,812	$8.65
Common Stock	Non-Qualified Stock Option (right to buy)	Disposition	2014-09-05	1,929	$0.00	1,929	$32.25
Common Stock	Non-Qualified Stock Option (right to buy)	Acquisiton	2014-09-04	78,935	$0.00	78,935	$45.27
Common Stock	Restricted Stock Unit	Acquisiton	2014-09-04	36,816	$0.00	36,816	$0.00
Common Stock	Restricted Stock Unit	Acquisiton	2014-09-04	36,816	$0.00	36,816	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
6,975	2022-09-05	No	4	M	Direct
2,208	2024-09-04	No	4	A	Direct
191,899	2021-09-14	No	4	M	Direct
45,526	2022-09-05	No	4	M	Direct
78,935	2024-09-04	No	4	A	Direct
36,816	2024-09-04	No	4	A	Direct
73,632	2024-09-04	No	4	A	Direct

Footnotes

Automatic sale pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on January 5, 2014.
The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $44.49 to $45.48 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.
The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $45.49 to $45.91 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
Automatic stock option exercise and same-day sale pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on January 5, 2014.
The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $44.52 to $45.51 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
The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $45.52 to $45.88 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
When both ISO and NQ Stock Options granted on September 5, 2012 are combined, they vest over four years of continuous service as follows: 1/48 of the underlying shares vest monthly following the vesting commencement date of September 5, 2012, subject to the Reporting Person's continuous service.
When both ISO and NQ Stock Options granted on September 4, 2014 are combined, they vest over four years of continuous service as follows: 1/48 of the underlying shares vest monthly following the vesting commencement date of September 4, 2014, subject to the Reporting Person's continuous service.
This Stock Option vests as follows: 50% of the shares vest on September 14, 2013 and the remaining 50% vests monthly over the next two years, as long as the Reporting Person provides continuous service as the Issuer's chief executive officer
The Restricted Stock Units vest as follows: 1/16th of the units vest quarterly following the vesting commencement date of September 15, 2014, 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 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 2015 fiscal year. If the performance-based conditions for fiscal year 2015 are not met, then none of the shares will vest. If the performance-based conditions for fiscal year 2015 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, 2014 and an additional 1/16th of the units will vest quarterly thereafter, subject to (1) the previously mentioned fiscal year 2015 performance-based conditions being met, and (2) the Reporting Person's continued service to the Issuer through each such vesting date.