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: Cooper Jeffrey Elliott (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-09-15	Common Stock	M	64	—	Acquired	41877	Direct
2022-09-15	Common Stock	M	869	—	Acquired	42746	Direct
2022-09-15	Common Stock	M	3152	—	Acquired	45898	Direct
2022-09-15	Common Stock	A	27534	—	Acquired	73432	Direct
2022-09-19	Common Stock	S	2904	$62.8193	Disposed	70528	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-09-15	Performance Shares	$0.0	A	27534	Acquired	2032-09-15	Common Stock (27534.0)	Direct
2022-09-15	Performance Shares	$0.0	M	64	Disposed	2028-09-12	Common Stock (64.0)	Direct
2022-09-15	Performance Shares	$	M	869	Disposed		Common Stock (869.0)	Direct
2022-09-15	Performance Shares	$0.0	M	3152	Disposed		Common Stock (3152.0)	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 $62.8181 to $62.8269 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: On September 12, 2018, the Reporting Person was granted a target of 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 112 shares earned by the Reporting Person. The time-based vesting is: 1/4th on September 15, 2019, and 1/16th of the units vest quarterly thereafter subject to the Reporting Person's continued service to the Issuer

F5: Each 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: 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 1,704 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