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Filing Details

Accession Number:: 0001528396-22-000094
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-09-19 19:08:12
Reporting Period:: 2022-09-15

Accepted Time:: 2022-09-19 19:08:12
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
1784996	George Michael Rosenbaum	C/O Guidewire Software, Inc. 2850 South Delaware Street, Suite 400 San Mateo CA 94403	Chief Executive Officer	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	Acquisiton	2022-09-15	59,568	$0.00	185,042	No	4	A	Direct
Common Stock	Acquisiton	2022-09-15	7,165	$0.00	192,207	No	4	M	Direct
Common Stock	Acquisiton	2022-09-15	28,894	$0.00	221,101	No	4	M	Direct
Common Stock	Acquisiton	2022-09-15	5,290	$0.00	226,391	No	4	M	Direct
Common Stock	Acquisiton	2022-09-15	2,555	$0.00	228,946	No	4	M	Direct
Common Stock	Disposition	2022-09-19	27,786	$62.82	201,160	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	A	Direct
No	4	M	Direct
No	4	M	Direct
No	4	M	Direct
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	Acquisiton	2022-09-15	59,568	$0.00	59,568	$0.00
Common Stock	Performance Shares	Disposition	2022-09-15	7,165	$0.00	7,165	$0.00
Common Stock	Performance Shares	Disposition	2022-09-15	28,894	$0.00	28,894	$0.00
Common Stock	Performance Shares	Disposition	2022-09-15	5,290	$0.00	5,290	$0.00
Common Stock	Performance Stock Units	Disposition	2022-09-15	2,555	$0.00	2,555	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
59,568	2032-09-15	No	4	A	Direct
31,949		No	4	M	Direct
0	2029-09-06	No	4	M	Direct
20,506		No	4	M	Direct
10,220	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 $62.8190 to $62.8199 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.
At the end of Year 1, 50% of the PSU award will be determined based on performance against the FY23 ARR targets. 33% will vest immediately, 33% will vest at end of Year 2, and 33% will vest at end of Year 3. At the end of Year 3, 50% of the PSU award will be determined based on performance against the FY25 ARR targets. 100% will vest immediately.
At the end of Year 1, 50% of this PSU will be determined based on performance against fiscal year 2022 financial targets, with the following vesting schedule: 33% vesting immediately, 33% vesting at end of Year 2, and 33% vesting at end of Year 3. On September 7, 2022, the Compensation Committee of the Board of Directors determined that 122% of the performance-based conditions were met resulting in an increase of 3,876 shares earned by the Reporting Person. At the end of Year 3, 50% of the PSU award will be determined based on performance against fiscal year 2024 financial targets, with the following vesting schedule: 100% vesting immediately.
Each Performance Restricted Stock Unit ("TSR") represents a contingent right to receive one share of the Issuer's common stock. Between 0% to 125% (incorrectly previously reported as 110%) of the reported target number of TSRs may be earned, based on the Company's total shareholder return percentile ranking relative to the software companies in a peer industry index for a three-year cumulative performance period commencing August 1, 2019, and ending July 31, 2022 (the "TSR Performance Measurement Period"). All earned TSRs will vest at the end of the TSR Performance Measurement Period. On September 7, 2022, the Compensation Committee of the Board of Directors determined that 77.38% of the performance-based conditions were met resulting in a decrease of 8,446 shares earned by the Reporting Person.
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 restricted stock unit or performance stock unit represents a contingent right to receive one share of the Issuer's common stock.
On September 6, 2019, the Reporting Person was granted a target of 56,009 shares covered by restricted stock units with performance- and time-based vesting requirements. On September 9, 2020, the Compensation Committee of the Board of Directors determined that 73% of the performance-based conditions were met resulting in a reduction of 15,122 shares earned by the Reporting Person. The time-based vesting is: 1/4th on September 15, 2020, and 1/16th of the units vest quarterly thereafter subject to the Reporting Person's continued service to the Issuer.