Guidewire Software, Inc. — Director's Dealing 2022

Dec 20, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Guidewire Software, Inc. (GWRE)
CIK: 0001528396
Period of Report: 2022-12-15

Reporting Person: King James Winston (Chief Admin Officer, Gen Couns)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-12-15	Common Stock	M	191	—	Acquired	40905	Direct
2022-12-19	Common Stock	S	1577	$61.4015	Disposed	39328	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-12-15	Performance Shares	$0.0	M	191	Disposed	2029-09-06	Common Stock (191.0)	Direct

Footnotes

F1: Shares sold by Issuer to cover taxes associated with settlement of Restricted Stock Units.

F2: The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $61.3993 to $61.4021 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.

F3: On September 6, 2019, the Reporting Person was granted a target of 4,200 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 1,134 shares earned by the Reporting Person. The time-based vesting is: 1/4th vest on September 15, 2020, and 1/16th of the units vest quarterly thereafter subject to the Reporting Person's continued service to the Issuer.