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Filing Details

Accession Number:: 0001586253-20-000021
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-09-17 20:36:15
Reporting Period:: 2020-09-15

Accepted Time:: 2020-09-17 20:36:15
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
1586253	Winston James King	2850 South Delaware St., Suite 400 San Mateo CA 94403	Chief Admin Officer, Gen Couns	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	2020-09-15	5,681	$0.00	9,891	No	4	M	Direct
Common Stock	Disposition	2020-09-17	2,176	$105.29	7,715	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	2020-09-15	269	$0.00	269	$0.00
Common Stock	Performance Shares	Disposition	2020-09-15	291	$0.00	291	$0.00
Common Stock	Performance Shares	Disposition	2020-09-15	2,027	$0.00	2,027	$0.00
Common Stock	Performance Shares	Disposition	2020-09-15	275	$0.00	275	$0.00
Common Stock	Performance Shares	Disposition	2020-09-15	767	$0.00	767	$0.00
Common Stock	Restricted Stock Unit	Disposition	2020-09-15	438	$0.00	438	$0.00
Common Stock	Restricted Stock Unit	Disposition	2020-09-15	444	$0.00	444	$0.00
Common Stock	Restricted Stock Unit	Disposition	2020-09-15	407	$0.00	407	$0.00
Common Stock	Restricted Stock Unit	Disposition	2020-09-15	325	$0.00	325	$0.00
Common Stock	Restricted Stock Unit	Disposition	2020-09-15	438	$0.00	438	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
44	2026-09-13	No	4	M	Direct
3,615	2027-09-12	No	4	M	Direct
1,588	2027-09-12	No	4	M	Direct
4,305	2028-09-12	No	4	M	Direct
6,233	2029-09-06	No	4	M	Direct
0	2026-09-13	No	4	M	Direct
1,775	2027-09-12	No	4	M	Direct
3,250	2028-09-12	No	4	M	Direct
3,581	2029-06-12	No	4	M	Direct
5,250	2029-09-06	No	4	M	Direct

Footnotes

Shares sold by Issuer to cover taxes associated with settlement of Restricted Stock Units.
The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $105.2906 to $105.2942 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 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 7,000 units vesting as follows: 1/16th of the units vest quarterly commencing December 15, 2016. The second is 4,301 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.
Shares are adjusted based on the attainment of the performance-based conditions as determined by the Issuer's Board of Directors based on the Company's results FYE July 31, 2016, and July 31, 2019.
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 and TSR shares vested as of this Transaction Date.
The actual number of Performance Restricted Stock Units ("TSRs") earned based on the Issuer's total shareholder return percentile ranking relative to the companies in the S&P Software and Services Select Industry Index for a three-year cumulative performance period commencing August 1, 2017 and ending July 31, 2020, as affirmed by the Issuer's board of directors. All earned TSRs vested on September 15, 2020, subject to the Reporting Person's continued service to the Issuer.
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, 2018. The second is 4,391 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 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 7,000 units vesting as follows: 1/16th of the units vest quarterly commencing December 15, 2019. The second is 3,066 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, 2020, and the time-based vesting criteria are as follows: 1/4th of the units vested on September 15, 2020 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, 2022.
The number of shares reported in Column 9 of Table II represents the 2019 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 September 15, 2019, subject to the Reporting Person's continued service to the Issuer.