Guidewire Software, Inc. — Director's Dealing 2022

Jun 18, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Guidewire Software, Inc. (GWRE)
CIK: 0001528396
Period of Report: 2022-06-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-06-15	Common Stock	M	275	—	Acquired	18417	Direct
2022-06-15	Common Stock	M	192	—	Acquired	29300	Direct
2022-06-17	Common Stock	S	993	$72.1806	Disposed	28307	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-06-15	Performance Shares	$0.0	M	275	Disposed	2028-09-12	Common Stock (275.0)	Direct
2022-06-15	Performance Shares	$0.0	M	192	Disposed	2029-09-06	Common Stock (192.0)	Direct

Footnotes

F1: The reported transaction involves the acquisition of vested performance shares. The Reporting Person previously reported certain prior awards of restricted stock units in Table II of Form 4. The total reported in Column 5 includes (i) 467 shares from performance shares that vested on 6/15/2022, and (ii) 10,691 restricted stock units previously reported in Table II.

F2: Shares sold by Issuer to cover taxes associated with settlement of restricted stock units.

F3: 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.

F4: 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.