Marcus Ryu - Jun 15, 2021 Form 4 Insider Report for Guidewire Software, Inc. (GWRE)

Role: Director
Signature: BY: Winston King, Attorney in Fact For: Marcus S. Ryu
Stock symbol: GWRE
Transactions as of: Jun 15, 2021
Transactions value $: $0
Form type: 4
Date filed: 6/17/2021, 09:17 PM
Next filing: Jun 21, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GWRE	Common Stock	Options Exercise	$0	+5.39K	+30.12%	$0.00	23.3K	Jun 15, 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	-3.42K	-22.77%	$0.00	11.6K	Jun 15, 2021	Common Stock	3.42K	$0.00	Direct	F1, F2
transaction	GWRE	Restricted Stock Unit	Options Exercise	$0	-1.98K	-49.99%	$0.00	1.98K	Jun 15, 2021	Common Stock	1.98K	$0.00	Direct	F1

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

Explanation of Responses:

Id	Content
F1	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.
F2	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.

Content

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 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.