Guidewire Software, Inc. — Director's Dealing 2022

Sep 20, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Guidewire Software, Inc. (GWRE)
CIK: 0001528396
Period of Report: 2022-09-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-09-15	Common Stock	A	13767	—	Acquired	40908	Direct
2022-09-15	Common Stock	M	1911	—	Acquired	42819	Direct
2022-09-15	Common Stock	M	1565	—	Acquired	44384	Direct
2022-09-15	Common Stock	M	191	—	Acquired	44575	Direct
2022-09-15	Common Stock	M	275	—	Acquired	44850	Direct
2022-09-15	Common Stock	M	2167	—	Acquired	47017	Direct
2022-09-19	Common Stock	S	3110	$62.8191	Disposed	43907	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-09-15	Performance Shares	$0.0	A	13767	Acquired	2032-09-15	Common Stock (13767.0)	Direct
2022-09-15	Performance Shares	$0.0	M	1911	Disposed		Common Stock (1911.0)	Direct
2022-09-15	Performance Shares	$	M	1565	Disposed		Common Stock (1565.0)	Direct
2022-09-15	Performance Shares	$0.0	M	191	Disposed	2029-09-06	Common Stock (191.0)	Direct
2022-09-15	Performance Shares	$0.0	M	275	Disposed	2028-09-12	Common Stock (275.0)	Direct
2022-09-15	Performance Shares	$0.0	A	2167	Disposed	2029-09-06	Common Stock (2167.0)	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 $62.8180 to $62.8208 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: 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.

F4: At the end of Year 1, 50% of this Performance Stock Unit ("PSU") award 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 1,035 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.

F5: Each restricted stock unit or performance stock unit represents a contingent right to receive one share of the Issuer's common stock.

F6: 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.

F7: 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.

F8: On September 12, 2018, the Reporting Person was granted a target of 3,900 shares covered by restricted stock units with performance- and time-based vesting requirements. On September 6, 2019, the Compensation Committee of the Board of Directors determined that 112.5% of the performance-based conditions were met resulting in an additional 491 shares earned by the Reporting Person. The time-based vesting is: 1/4th on September 15, 2019, and 1/16th quarterly thereafter, subject to the reporting person's continued service to the Issuer.

F9: 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 633 shares earned by the Reporting Person.