Form Type: 4

SEC EDGAR Link
Accession Number:0001540041-20-000016
Date:2020-06-15
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 2020-06-15 M 14,768 a $0.00 18,915 direct
COMMON STOCK 2020-06-16 S 7,370 d $106.44 11,545 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 2020-06-15 deemed execution date M 2,408 (d) 2026-09-16 common stock 2,408 $0.00 17,895 direct
PERFORMANCE SHARES 0.0 2020-06-15 deemed execution date M 3,417 (d) 2027-09-12 common stock 3,417 $0.00 57,329 direct
PERFORMANCE SHARES 0.0 2020-06-15 deemed execution date M 2,305 (d) 2028-09-12 common stock 2,305 $0.00 256 direct
RESTRICTED STOCK UNIT 0.0 2020-06-15 deemed execution date M 2,611 (d) 2026-09-16 common stock 2,611 $0.00 2,611 direct
RESTRICTED STOCK UNIT 0.0 2020-06-15 deemed execution date M 1,978 (d) 2027-09-12 common stock 1,978 $0.00 9,887 direct
RESTRICTED STOCK UNIT 0.0 2020-06-15 deemed execution date M 2,049 (d) 2028-09-12 common stock 2,049 $0.00 2,049 direct
Footnotes
IDfootnote
f1 shares sold by issuer to cover taxes associated with settlement of restricted stock units.
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. the third and fourth previously described tsr grants have vested according to their terms and conditions.
f3 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.
f4 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.
f5 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: 1/8th 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: 1/2 of the units vested on september 15, 2019 and an additional 1/8th of the units will vest quarterly thereafter.
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