Form Type: 4

SEC EDGAR Link
Acccession Number:0001557593-19-000014
Date:2019-09-15
Issuer: GUIDEWIRE SOFTWARE, INC. (GWRE)
Original Submission Date:

Reporting Person:

HUNG PRISCILLA
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 8,918 a $0.00 14,559 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 704 (d) 2025-09-03 common stock 704 $0.00 0 direct
PERFORMANCE SHARES 0.0 2019-09-15 deemed execution date M 288 (d) 2026-09-13 common stock 288 $0.00 4,040 direct
PERFORMANCE SHARES 0.0 2019-09-15 deemed execution date M 2,845 (d) 2026-09-13 common stock 2,845 $0.00 1,195 direct
PERFORMANCE SHARES 0.0 2019-09-15 deemed execution date M 311 (d) 2027-09-12 common stock 311 $0.00 5,116 direct
PERFORMANCE SHARES 0.0 2019-09-15 deemed execution date M 1,519 (d) 2028-09-12 common stock 1,519 $0.00 7,481 direct
RESTRICTED STOCK UNIT 0.0 2019-09-15 deemed execution date M 469 (d) 2025-09-03 common stock 469 $0.00 0 direct
RESTRICTED STOCK UNIT 0.0 2019-09-15 deemed execution date M 469 (d) 2026-09-13 common stock 469 $0.00 1,875 direct
RESTRICTED STOCK UNIT 0.0 2019-09-15 deemed execution date M 625 (d) 2027-06-07 common stock 625 $0.00 4,375 direct
RESTRICTED STOCK UNIT 0.0 2019-09-15 deemed execution date M 475 (d) 2027-09-12 common stock 475 $0.00 3,800 direct
RESTRICTED STOCK UNIT 0.0 2019-09-15 deemed execution date M 563 (d) 2028-09-12 common stock 563 $0.00 6,750 direct
RESTRICTED STOCK UNIT 0.0 2019-09-15 deemed execution date M 650 (d) 2029-06-12 common stock 650 $0.00 9,765 direct
Footnotes
IDfootnote
f1 the grant consists of two separate issuances of restricted stock units. one issuance consists of 7,500 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 11,255 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 three separate issuances of restricted stock units, each with vesting subject to the reporting person's continued service to the issuer. the first is 7,500 units vesting as follows: 1/16th of the units vest quarterly commencing december 15, 2016. the second is 4,614 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 grant consists of three separate issuances of restricted stock units, each with vesting subject to the reporting person's continued service to the issuer. the first is 7,600 units vesting as follows: 1/16th of the units vest quarterly commencing december 15, 2017. the second is 4,968 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 consists of units for which vesting will be determined based on the issuer's total shareholder return percentile ranking relative to a set peer group, over a three year period ending on july 31, 2020.
f6 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.
f7 the grant consists of three separate issuances of restricted stock units, each with vesting subject to the reporting person's continued service to the issuer. the first is 9,000 units vesting as follows: 1/16th of the units vest quarterly commencing december 15, 2018. the second is 6,073 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. the third consists of units for which vesting will be determined based on the issuer's total shareholder return percentile ranking relative to a set peer group, over a three year period ending on july 31, 2021.
f8 the number of shares reported in column 9 of table ii represents the 2018 performance stock unit ("psu") and the total shareholder return ("tsr") grants less the number of psu shares vested as of this transaction date.
f9 the restricted stock units vest as follows: 1/16th of the units vest quarterly commencing september 15, 2017, subject to the reporting person's continued service to the issuer.
f10 the restricted stock units vest as follows: 1/16th of the units vest quarterly commencing september 15, 2019, subject to the reporting person's continued service to the issuer.

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