Marcus Ryu - Sep 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: Sep 15, 2021
Transactions value $: $0
Form type: 4
Date filed: 9/17/2021, 09:39 PM
Previous filing: Jun 22, 2021
Next filing: Sep 21, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GWRE	Common Stock	Options Exercise	$0	+32.6K	+182.03%	$0.00	50.5K	Sep 15, 2021	Direct

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

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	GWRE	Performance Shares	Options Exercise	$0	-27.2K	-100%	$0.00^*	Sep 15, 2021	Common Stock	27.2K	$0.00	Direct	F1
transaction	GWRE	Performance Shares	Options Exercise	$0	-3.42K	-100%	$0.00^*	Sep 15, 2021	Common Stock	3.42K	$0.00	Direct	F2
transaction	GWRE	Restricted Stock Unit	Options Exercise	$0	-1.98K	-100%	$0.00^*	Sep 15, 2021	Common Stock	1.98K	$0.00	Direct	F2

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

Explanation of Responses:

Id	Content
F1	The vesting of these Restricted Stock Units ("PSUs") is subject to the satisfaction of performance-based conditions, which will be satisfied if certain performance targets, determined by the Issuer, are met over the course of the Issuer's 2021 fiscal year. If the performance-based conditions are not met, then none of the units will vest. If the performance-based conditions are achieved, then all of the units will vest on September 15, 2021.
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 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.

Content

The vesting of these Restricted Stock Units ("PSUs") is subject to the satisfaction of performance-based conditions, which will be satisfied if certain performance targets, determined by the Issuer, are met over the course of the Issuer's 2021 fiscal year. If the performance-based conditions are not met, then none of the units will vest. If the performance-based conditions are achieved, then all of the units will vest on September 15, 2021.

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.