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Filing Details

Accession Number:: 0001593806-15-000026
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-12-16 18:14:31
Reporting Period:: 2015-12-15

Filing Date:: 2015-12-16
Accepted Time:: 2015-12-16 18:14:31
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
1593806	Scott Roza	1001 E. Hillsdale Blvd., Suite 800 Foster City CA 94404	Chief Customer Officer	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	2015-12-15	2,344	$0.00	3,144	No	4	M	Direct
Common Stock	Acquisiton	2015-12-15	281	$0.00	3,425	No	4	M	Direct
Common Stock	Acquisiton	2015-12-15	190	$0.00	3,615	No	4	M	Direct
Common Stock	Acquisiton	2015-12-15	625	$0.00	4,240	No	4	M	Direct
Common Stock	Disposition	2015-12-15	1,013	$58.32	3,227	No	4	F	Direct
Common Stock	Acquisiton	2015-12-15	782	$45.80	4,009	No	4	M	Direct
Common Stock	Disposition	2015-12-15	577	$58.75	3,432	No	4	S	Direct
Common Stock	Disposition	2015-12-15	205	$59.19	3,227	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	M	Direct
No	4	M	Direct
No	4	M	Direct
No	4	F	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	2015-12-15	182	$0.00	182	$45.80
Common Stock	Non-Qualified Stock Option (right to buy)	Disposition	2015-12-15	600	$0.00	600	$45.80
Common Stock	Restricted Stock Unit	Disposition	2015-12-15	2,344	$0.00	2,344	$0.00
Common Stock	Restricted Stock Unit	Disposition	2015-12-15	281	$0.00	281	$0.00
Common Stock	Restricted Stock Unit	Disposition	2015-12-15	190	$0.00	190	$0.00
Common Stock	Restricted Stock Unit	Disposition	2015-12-15	625	$0.00	625	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
4,366	2023-12-05	No	4	M	Direct
13,603	2023-12-05	No	4	M	Direct
18,750	2023-12-05	No	4	M	Direct
5,377	2024-09-04	No	4	M	Direct
5,187	2024-09-04	No	4	M	Direct
19,375	2025-09-03	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	500	Indirect	by Spouse

Footnotes

Shares withheld by Issuer to cover taxes associated with settlement of Restricted Stock Units.
Automatic option exercise and sale pursuant to a 10b5-1 trading plan adopted by the Reporting Person on October 10, 2014 and amended April 10, 2015.
The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $58.10 to $59.06 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 $59.12 to $59.26 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 December 5, 2013 are combined, they vest over four years of continuous service as follows: 1/4th of the underlying shares vest on the one year anniversary of the vesting commencement date of November 15, 2013 and an additional 1/48th of the underlying shares vest monthly thereafter.
The Restricted Stock Units vest as follows: 1/4th of the units vest on the one year anniversary of the vesting commencement date of December 15, 2013 and an additional 1/16th of the units vest quarterly thereafter, subject to the Reporting Person's continued service to the Issuer through each such vesting date.
The grant consists of two separate issuances of Restricted Stock Units. One issuance consists of 4,500 units which vest as follows: 1/16th of the units vest quarterly following the vesting commencement date of September 15, 2014 (the "VCD"), subject to the Reporting Person's continued service to the Issuer. The second issuance consists of 3,045 units, for which vesting was subject to the satisfaction of both performance-based conditions and time-based criteria. Attainment regarding the performance-based conditions was determined by the Issuer's Board of Directors based on the Issuer's results for FYE July 31, 2015 and the time-based vesting criteria are as follows: 1/4th of the units vested on September 15, 2015, 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.
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 commencing December 15, 2015, 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 financial targets for FY2016, determined by the Issuer, are met. The time-based criteria are as follows: 1/4th of the units vest on the one year anniversary of the vesting commencement date of September 15, 2015 and an additional 1/16th of the units will vest quarterly thereafter, subject to the Reporting Person's continued service to the Issuer. Both performance-based conditions and time-based criteria must be met for vesting to occur.