Form Type: 4

SEC EDGAR Link
Acccession Number:0001784996-19-000004
Date:2019-09-06
Issuer: GUIDEWIRE SOFTWARE, INC. (GWRE)
Original Submission Date:

Reporting Person:

ROSENBAUM MICHAEL GEORGE
2850 SOUTH DELAWARE ST., SUITE 400
SAN MATEO, CA 94403

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
PERFORMANCE SHARES 0.0 2019-09-06 deemed execution date A 56,009 (a) 2029-09-06 common stock 56,009 $0.00 56,009 direct
PERFORMANCE SHARES 0.0 2019-09-06 deemed execution date A 37,340 (a) 2029-09-06 common stock 37,340 $0.00 93,349 direct
RESTRICTED STOCK UNIT 0.0 2019-09-06 deemed execution date A 73,696 (a) 2029-09-06 common stock 73,696 $0.00 73,696 direct
Footnotes
IDfootnote
f1 the vesting of these restricted stock units ("psus") is subject to the satisfaction of both performance-based conditions and time-based criteria. the performance-based conditions will be satisfied if certain financial targets, determined by the issuer, are met over the course of the issuer's 2020 fiscal year. if the performance-based conditions for fiscal year 2020 are not met, then none of the shares will vest. if the performance-based conditions for fiscal year 2020 are achieved, as determined by the issuer, then units will vest as the time-based criteria are satisfied. the time-based vesting criteria are as follows: 1/4th of the units vest on the one year anniversary of the vesting commencement date of september 15, 2019 and an additional 1/16th of the units will vest quarterly thereafter, subject to (1) the previously mentioned fiscal year 2020 performance-based conditions being met, and (2) the reporting person's continued service to the issuer through each such vesting date.
f2 each performance restricted stock unit ("tsr") represents a contingent right to receive one share of the issuer's common stock. between 0% to 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, subject to the reporting person's continued service to the issuer through such vesting date.
f3 the restricted stock units vest as follows: 1/4th of the units vest on the one year anniversary of the vesting commencement date of september 15, 2019 and an additional 1/16th of the units vest quarterly thereafter, subject to the reporting person's continued service to the issuer.

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