James Winston King - 15 Jun 2022 Form 4 Insider Report for Guidewire Software, Inc. (GWRE)

Role: Chief Admin Officer, Gen Couns
Signature: /s/ James Winston King
Issuer symbol: GWRE
Transactions as of: 15 Jun 2022
Net transactions value: -$71,675
Form type: 4
Filing time: 17 Jun 2022, 18:19:57 UTC
Previous filing: 18 Mar 2022
Next filing: 21 Jun 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	+275	+1.5%	$0.000000	18,417	15 Jun 2022	Direct
transaction	GWRE	Common Stock	Options Exercise	$0	+192	+0.66%	$0.000000	29,300	15 Jun 2022	Direct	F1
transaction	GWRE	Common Stock	Sale	$71,675	-993	-3.4%	$72.18	28,307	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	-275	-50%	$0.000000	275	15 Jun 2022	Common Stock	275	$0.000000	Direct	F3
transaction	GWRE	Performance Shares	Options Exercise	$0	-192	-17%	$0.000000	955	15 Jun 2022	Common Stock	192	$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) 467 shares from performance shares that vested on 6/15/2022, and (ii) 10,691 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 3,900 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 491 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 4,200 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 1,134 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.