Michael George Rosenbaum - 15 Jun 2021 Form 4 Insider Report for Guidewire Software, Inc. (GWRE)

Role: Chief Executive Officer, Director
Signature: By: Winston King, Attorney in Fact For: Michael George Rosenbaum
Issuer symbol: GWRE
Transactions as of: 15 Jun 2021
Net transactions value: $0
Form type: 4
Filing time: 17 Jun 2021, 21:01:48 UTC
Next filing: 21 Jun 2021
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GWRE	Common Stock	Options Exercise	$0	+9,064	+35%	$0.000000	35,264	15 Jun 2021	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	GWRE	Performance Shares	Options Exercise	$0	-2,556	-3.3%	$0.000000	75,459	15 Jun 2021	Common Stock	2,556	$0.000000	Direct	F1, F2
transaction	GWRE	Restricted Stock Unit	Options Exercise	$0	-4,606	-10%	$0.000000	41,454	15 Jun 2021	Common Stock	4,606	$0.000000	Direct	F1
transaction	GWRE	Restricted Stock Unit	Options Exercise	$0	-1,902	-7.1%	$0.000000	24,726	15 Jun 2021	Common Stock	1,902	$0.000000	Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The grant consists of three separate issuances of Restricted Stock Units. The first is 73,696 units vesting as follows: 1/4th of the units vest on September 15, 2020, and 1/16th of the units vest quarterly thereafter. The second is 40,887 units, for which vesting was subject to the satisfaction of both performance-based conditions and timebased criteria. Attainment of performance-based conditions was determined by the Issuer based on results for FYE July 31, 2020, and the time-based vesting criteria are as follows: 1/4th of the units vested on September 15, 2020 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, 2022.
F2	The number of shares reported in Column 9 of Table II represents the 2019 Performance Stock Unit ("PSU) and the Total Shareholder Return ("TSR") grants less the number of PSU shares vested as of this Transaction Date.
F3	The Restricted Stock Units vest as follows: 1/16th of the units vest quarterly commencing December 15, 2020, subject to the Reporting Person's continued service to the Issuer through each such vesting date.