Form Type: 4

SEC EDGAR Link
Acccession Number:0001540041-19-000024
Date:2019-09-15
Issuer: GUIDEWIRE SOFTWARE, INC. (GWRE)
Original Submission Date:

Reporting Person:

RYU MARCUS
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
COMMON STOCK 2019-09-15 M 100,215 a $0.00 100,215 direct
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 2019-09-15 deemed execution date M 4,341 (d) 2025-09-03 common stock 4,341 $0.00 0 direct
PERFORMANCE SHARES 0.0 2019-09-15 deemed execution date M 2,408 (d) 2026-09-16 common stock 2,408 $0.00 96,415 direct
PERFORMANCE SHARES 0.0 2019-09-15 deemed execution date M 7,921 (d) 2026-09-16 common stock 7,921 $0.00 88,494 direct
PERFORMANCE SHARES 0.0 2019-09-15 deemed execution date M 63,375 (d) 2026-09-16 common stock 63,375 $0.00 25,119 direct
PERFORMANCE SHARES 0.0 2019-09-15 deemed execution date M 3,417 (d) 2027-09-12 common stock 3,417 $0.00 67,579 direct
PERFORMANCE SHARES 0.0 2019-09-15 deemed execution date M 9,221 (d) 2028-09-12 common stock 9,221 $0.00 7,171 direct
RESTRICTED STOCK UNIT 0.0 2019-09-15 deemed execution date M 2,894 (d) 2025-09-03 common stock 2,894 $0.00 0 direct
RESTRICTED STOCK UNIT 0.0 2019-09-15 deemed execution date M 2,611 (d) 2026-09-16 common stock 2,611 $0.00 10,443 direct
RESTRICTED STOCK UNIT 0.0 2019-09-15 deemed execution date M 1,978 (d) 2027-09-12 common stock 1,978 $0.00 15,819 direct
RESTRICTED STOCK UNIT 0.0 2019-09-15 deemed execution date M 2,049 (d) 2028-09-12 common stock 2,049 $0.00 8,196 direct
Footnotes
IDfootnote
f1 the grant consists of two separate issuances of restricted stock units. one issuance consists of 46,296 units which vest as follows: 1/16th of the units vest quarterly commencing december 15, 2015, subject to the reporting person's continued service to the issuer. the second issuance consists of 69,447 units, for which vesting was subject to the satisfaction of both performance-based conditions and time-based criteria. the performance-based conditions were previously deemed by the issuer's board of directors to have been met and exceeded, and the time-based vesting criteria are as follows: 1/4th of the units vested on the one year anniversary of the vesting commencement date of september 15, 2015 and an additional 1/16th of the units will vest quarterly thereafter, subject to the reporting person's continued service to the issuer.
f2 the grant consists of four separate issuances of restricted stock units, each with vesting subject to the reporting person's continued service to the issuer. the first is 41,771 units vesting as follows: 1/16th of the units vest quarterly commencing december 15, 2016. the second is 38,529 units, for which vesting was subject to the satisfaction of both performance-based conditions and time-based criteria. the performance-based conditions were deemed met and exceeded by the issuer's board of directors, and the time-based vesting criteria are as follows: 1/4th of the units vested on september 15, 2017 and an additional 1/16th of the units will vest quarterly thereafter.
f3 the number of shares reported in column 9 of table ii represents the 2016 performance stock unit ("psu") and the total shareholder return ("tsr") grants less the number of psu and tsr shares vested as of this transaction date.
f4 the actual number of performance restricted stock units ("tsrs") earned based on the issuer's total shareholder return percentile ranking relative to the companies in the s&p software and series select industry index for a three year cumulative performance period commencing august 1, 2016 and ending july 31, 2019. all earned tsrs vested after july 31, 2019, based on the issuer's percentile ranking as affirmed by the issuer's board of directors and subject to the reporting person's continued service to the issuer.
f5 the actual number of performance restricted stock units ("tsrs") earned based on the issuer's total shareholder return percentile ranking relative to the companies in the s&p software and series select industry index ("tsr rank") for a two year cumulative performance period commencing august 1, 2016 and ending july 31, 2018; the company's tsr rank for a three-year cumulative performance period commencing august 1, 2016 and ending july 31, 2019; and a revenue/operating multiplier. all earned tsrs vested after july 31, 2019, based on the issuer's percentile rankings and revenue/operating multiplier as affirmed by the issuer's board of directors and subject to the reporting person's continued service to the issuer.
f6 the grant consists of four separate issuances of restricted stock units, each with vesting subject to the reporting person's continued service to the issuer. the first is 31,638 units vesting as follows: 1/16th of the units vest quarterly commencing december 15, 2017. the second is 54,668 units, for which vesting was subject to the satisfaction of both performance-based conditions and time-based criteria. the performance-based conditions were deemed met and exceeded by the issuer's board of directors, and the time-based vesting criteria are as follows: 1/4th of the units vested on september 15, 2018 and an additional 1/16th of the units will vest quarterly thereafter. the third and fourth consist of units for which vesting will be determined based on (i) the issuer's total shareholder return percentile ranking relative to a set peer group, over a three year period ending on july 31, 2020 and (ii) attainment of certain financial targets by issuer over the same period.
f7 the number of shares reported in column 9 of table ii represents the 2017 performance stock unit ("psu") and the total shareholder return ("tsr") grants less the number of psu shares vested as of this transaction date.
f8 the grant consists of two separate issuances of restricted stock units, each with vesting subject to the reporting person's continued service to the issuer. the first is 16,392 units vesting as follows: 1/16th of the units vest quarterly commencing december 15, 2018. the second is 18,441 units, for which vesting was subject to the satisfaction of both performance-based conditions and time-based criteria. the performance-based conditions were deemed met and exceeded by the issuer's board of directors, and the time-based vesting criteria are as follows: 1/4th of the units vested on september 15, 2019 and an additional 1/16th of the units will vest quarterly thereafter.

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