Form Type: 4

SEC EDGAR Link
Acccession Number:0001609633-19-000012
Date:2019-09-15
Issuer: GUIDEWIRE SOFTWARE, INC. (GWRE)
Original Submission Date:

Reporting Person:

POLELLE MICHAEL
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 5,477 a $0.00 9,106 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 798 (d) 2025-09-03 common stock 798 $0.00 0 direct
PERFORMANCE SHARES 0.0 2019-09-15 deemed execution date M 193 (d) 2026-09-13 common stock 193 $0.00 2,693 direct
PERFORMANCE SHARES 0.0 2019-09-15 deemed execution date M 1,897 (d) 2026-09-13 common stock 1,897 $0.00 796 direct
PERFORMANCE SHARES 0.0 2019-09-15 deemed execution date M 230 (d) 2027-09-12 common stock 230 $0.00 3,864 direct
PERFORMANCE SHARES 0.0 2019-09-15 deemed execution date M 844 (d) 2028-09-12 common stock 844 $0.00 4,156 direct
RESTRICTED STOCK UNIT 0.0 2019-09-15 deemed execution date M 532 (d) 2025-09-03 common stock 532 $0.00 0 direct
RESTRICTED STOCK UNIT 0.0 2019-09-15 deemed execution date M 313 (d) 2026-09-13 common stock 313 $0.00 1,250 direct
RESTRICTED STOCK UNIT 0.0 2019-09-15 deemed execution date M 357 (d) 2027-09-12 common stock 357 $0.00 2,850 direct
RESTRICTED STOCK UNIT 0.0 2019-09-15 deemed execution date M 313 (d) 2028-09-12 common stock 313 $0.00 3,750 direct
Footnotes
IDfootnote
f1 the grant consists of two separate issuances of restricted stock units. one issuance consists of 8,500 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 12,755 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 5,000 units vesting as follows: 1/16th of the units vest quarterly commencing december 15, 2016. the second is 3,076 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 5,700 units vesting as follows: 1/16th of the units vest quarterly commencing december 15, 2017. the second is 3,672 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 5,000 units vesting as follows: 1/16th of the units vest quarterly commencing december 15, 2018. the second is 3,376 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.

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