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Filing Details

Accession Number:: 0001528396-21-000078
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-09-21 21:44:54
Reporting Period:: 2021-09-15

Accepted Time:: 2021-09-21 21:44:54
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	2021-09-15	6,722	$0.00	23,067	No	4	M	Direct
Common Stock	Disposition	2021-09-17	2,925	$118.51	20,142	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	Restricted Stock Unit	Disposition	2021-09-15	563	$0.00	563	$0.00
Common Stock	Performance Shares	Disposition	2021-09-15	1,500	$0.00	1,500	$0.00
Common Stock	Restricted Stock Unit	Disposition	2021-09-15	438	$0.00	438	$0.00
Common Stock	Performance Shares	Disposition	2021-09-15	192	$0.00	192	$0.00
Common Stock	Restricted Stock Unit	Disposition	2021-09-15	325	$0.00	325	$0.00
Common Stock	Restricted Stock Unit	Disposition	2021-09-15	407	$0.00	407	$0.00
Common Stock	Performance Shares	Disposition	2021-09-15	275	$0.00	275	$0.00
Common Stock	Restricted Stock Unit	Disposition	2021-09-15	444	$0.00	444	$0.00
Common Stock	Performance Shares	Disposition	2021-09-15	291	$0.00	291	$0.00
Common Stock	Performance Shares	Disposition	2021-09-15	1,565	$0.00	1,565	$0.00
Common Stock	Performance Shares	Disposition	2021-09-15	722	$0.00	722	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
6,750	2030-09-09	No	4	M	Direct
0	2030-03-10	No	4	M	Direct
3,500	2029-09-06	No	4	M	Direct
1,531	2029-09-06	No	4	M	Direct
2,279	2029-06-12	No	4	M	Direct
1,625	2028-09-12	No	4	M	Direct
1,098	2028-09-12	No	4	M	Direct
0	2027-09-12	No	4	M	Direct
0	2027-09-12	No	4	M	Direct
7,630		No	4	M	Direct
0	2028-09-12	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 $118.5021 to $118.5100 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 Restricted Stock Units vest as follows: 1/16th of the units vest quarterly commencing December 15, 2020, subject to the Reporting Person's continued service to the Issuer through each such vesting date.
The vesting of these Restricted Stock Units ("PSUs") is subject to the satisfaction of performance-based conditions, which will be satisfied if certain performance targets, determined by the Issuer, are met over the course of the Issuer's 2021 fiscal year. If the performance-based conditions are not met, then none of the units will vest. If the performance-based conditions are achieved, then all of the units will vest on September 15, 2021.
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 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.
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 peergroup, over a three year period ending on July 31, 2021.
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.
Each restricted stock unit or performance stock unit represents a contingent right to receive one share of the Issuer's common stock.
These performance stock units are split in two halves, with vesting of each subject to the satisfaction of both performance- and time-based conditions. Performance-based conditions will be satisfied if financial targets, determined by the Issuer, are met for fiscal year 2021 for the first half and fiscal year 2023 for the second half. If the performance-based conditions for fiscal year 2021 are achieved, then the first half will vest based on performance with the following timing: 16.6% will vest on each of September 15, 2021, September 15, 2022, and September 15, 2023, subject to the Reporting Person's continued service to the Issuer. The second half will vest on September 15, 2023 based on achievement under the performance-based conditions for fiscal year 2023, subject to the Reporting Person's continued service to the Issuer
Each Performance Restricted Stock Unit ("Performance RSU") represents a contingent right to receive one share of the Issuer's common stock. Between 0% to 110% of the reported target number of Performance RSUs may be earned, based on the Company's total shareholder return percentile ranking relative to the software companies in the S&P Software and Services Select Industry Index for a three-year cumulative performance period commencing August 1, 2018, and ending July 31, 2021 (the "Performance Measurement Period"). All earned Performance RSUs will vest at the end of the Performance Measurement Period, subject to the Reporting Person's continued service to the Issuer through such vesting date.