Priscilla Hung - 15 Jun 2022 Form 4 Insider Report for Guidewire Software, Inc. (GWRE)

Role: President & COO
Signature: By: Winston King, Attorney-in-Fact for Priscilla Hung
Issuer symbol: GWRE
Transactions as of: 15 Jun 2022
Net transactions value: -$124,006
Form type: 4
Filing time: 17 Jun 2022, 18:19:36 UTC
Previous filing: 13 Jun 2022
Next filing: 21 Jul 2022
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	+379	+1.8%	$0.000000	21,881	15 Jun 2022	Direct
transaction	GWRE	Common Stock	Options Exercise	$0	+342	+0.85%	$0.000000	40,666	15 Jun 2022	Direct	F1
transaction	GWRE	Common Stock	Sale	$124,006	-1,718	-4.2%	$72.18	38,948	17 Jun 2022	Direct	F2

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	-379	-50%	$0.000000	380	15 Jun 2022	Common Stock	379	$0.000000	Direct	F3
transaction	GWRE	Performance Shares	Options Exercise	$0	-342	-17%	$0.000000	1,709	15 Jun 2022	Common Stock	342	$0.000000	Direct	F4

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

Explanation of Responses:

Id	Content
F1	The reported transaction involves the acquisition of vested performance shares. The Reporting Person previously reported certain prior awards of restricted stock units in Table II of Form 4. The total reported in Column 5 includes (i) 721 shares from performance shares that vested on 6/15/2022, and (ii) 18,443 restricted stock units previously reported in Table II.
F2	Shares sold by Issuer to cover taxes associated with settlement of restricted stock units.
F3	On September 12, 2018, the Reporting Person was granted a target of 5,400 shares covered by restricted stock units with performance- and time-based vesting requirements. On September 6, 2019, the Compensation Committee of the Board of Directors determined that 112.5% of the performance-based conditions were met resulting in an additional 673 shares earned by the Reporting Person. The time-based vesting is: 1/4th on September 15, 2019, and 1/16th quarterly thereafter, subject to the Reporting Person's continued service to the Issuer.
F4	On September 6, 2019, the Reporting Person was granted a target of 7,500 shares covered by restricted stock units with performance- and time-based vesting requirements. On September 9, 2020, the Compensation Committee of the Board of Directors determined that 73% of the performance-based conditions were met resulting in a reduction of 2,025 shares earned by the Reporting Person. The time-based vesting is: 1/4th vest on September 15, 2020, and 1/16th of the units vest quarterly thereafter, subject to the Reporting Person's continued service to the Issuer.