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Filing Details

Accession Number:: 0001721294-20-000003
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-06-17 18:00:32
Reporting Period:: 2020-06-15

Accepted Time:: 2020-06-17 18:00:32
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
1721294	P. Steven Sherry	2850 South Delaware St., Suite 400 San Mateo CA 94403	Chief Sales 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	Explanation
Common Stock	Acquisiton	2020-06-15	4,468	$0.00	4,468	No	4	M	Direct
Common Stock	Disposition	2020-06-16	1,427	$106.44	3,041	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	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	Performance Shares	Disposition	2020-06-15	250	$0.00	250	$0.00
Common Stock	Performance Shares	Disposition	2020-06-15	291	$0.00	291	$0.00
Common Stock	Performance Shares	Disposition	2020-06-15	359	$0.00	359	$0.00
Common Stock	Restricted Stock Unit	Disposition	2020-06-15	406	$0.00	406	$0.00
Common Stock	Restricted Stock Unit	Disposition	2020-06-15	444	$0.00	444	$0.00
Common Stock	Restricted Stock Unit	Disposition	2020-06-15	531	$0.00	531	$0.00
Common Stock	Restricted Stock Unit	Disposition	2020-06-15	312	$0.00	312	$0.00
Common Stock	Restricted Stock Unit	Disposition	2020-06-15	1,250	$0.00	1,250	$0.00
Common Stock	Restricted Stock Unit	Disposition	2020-06-15	625	$0.00	625	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
285	2026-09-13	No	4	M	Direct
3,906	2027-09-12	No	4	M	Direct
5,990	2028-09-12	No	4	M	Direct
407	2026-09-13	No	4	M	Direct
2,219	2027-09-12	No	4	M	Direct
4,782	2028-09-12	No	4	M	Direct
3,438	2029-03-07	No	4	M	Direct
5,000	2029-06-12	No	4	M	Direct
8,125	2029-09-06	No	4	M	Direct

Footnotes

Shares sold by Issuer to cover taxes associated with settlement of Restricted Stock Units.
The grant consists of three separate issuances of Restricted Stock Units, each with vesting subject to the Reporting Person's continued service to the Issuer. The first is 6,500 units vesting as follows: 1/16th of the units vest quarterly commencing December 15, 2016. The second is 4,001 units, for which vesting was subject to the satisfaction of both performance-based conditions and time-based criteria. The performance-based conditions were deemed met and exceeded by the Issuer's Board of Directors, and the time-based vesting criteria are as follows: 1/4th of the units vested on September 15, 2017 and an additional 1/16th of the units will vest quarterly thereafter. The third previously described TSR grant has vested according to its terms and conditions.
The grant consists of three separate issuances of Restricted Stock Units, each with vesting subject to the Reporting Person's continued service to the Issuer. The first is 7,100 units vesting as follows: 1/16th of the units vest quarterly commencing December 15, 2017. The second is 4,647 units, for which vesting was subject to the satisfaction of both performance-based conditions and time-based criteria. The performance-based conditions were deemed met and exceeded by the Issuer's Board of Directors, and the time-based vesting criteria are as follows: 1/4th of the units vested on September 15, 2018 and an additional 1/16th of the units will vest quarterly thereafter. The third consists of units for which vesting will be determined based on the Issuer's total shareholder return percentile ranking relative to a set peer group, over a three year period ending on July 31, 2020.
The number of shares reported in Column 9 of Table II represents the 2017 Performance Stock Unit ("PSU") and the Total Shareholder Return ("TSR") grants less the number of PSU shares vested as of this Transaction Date.
The grant consists of three separate issuances of Restricted Stock Units, each with vesting subject to the Reporting Person's continued service to the Issuer. The first is 8,500 units vesting as follows: 1/16th of the units vest quarterly commencing December 15, 2018. The second is 5,739 units, for which vesting was subject to the satisfaction of both performance-based conditions and time-based criteria. The performance-based conditions were deemed met and exceeded by the Issuer's Board of Directors, and the time-based vesting criteria are as follows: 1/4th of the units vested on September 15, 2019 and an additional 1/16th of the units will vest quarterly thereafter. The third consists of units for which vesting will be determined based on the Issuer's total shareholder return percentile ranking relative to a set peer group, over a three year period ending on July 31, 2021.
The number of shares reported in Column 9 of Table II represents the 2018 Performance Stock Unit ("PSU") and the Total Shareholder Return ("TSR") grants less the number of PSU shares vested as of this Transaction Date.
The Restricted Stock Units vest as follows: 1/16th of the units vest quarterly commencing June 15, 2019, subject to the Reporting Person's continued service to the Issuer through each such vesting date.
The Restricted Stock Units vest as follows: 1/8th of the units vest quarterly commencing September 15, 2019, subject to the Reporting Person's continued service to the Issuer.
The Restricted Stock Units vest as follows: 1/16th of the units vest quarterly commencing December 15, 2019, subject to the Reporting Person's continued service to the Issuer through each such vesting date.