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

Signature
/s/ James Winston King
Stock symbol
GWRE
Transactions as of
Sep 15, 2022
Transactions value $
-$195,367
Form type
4
Date filed
9/19/2022, 07:07 PM
Previous filing
Jun 21, 2022
Next filing
Sep 21, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GWRE Common Stock Award $0 +13.8K +50.72% $0.00 40.9K Sep 15, 2022 Direct
transaction GWRE Common Stock Options Exercise $0 +1.91K +4.67% $0.00 42.8K Sep 15, 2022 Direct
transaction GWRE Common Stock Options Exercise $0 +1.57K +3.65% $0.00 44.4K Sep 15, 2022 Direct
transaction GWRE Common Stock Options Exercise $0 +191 +0.43% $0.00 44.6K Sep 15, 2022 Direct
transaction GWRE Common Stock Options Exercise $0 +275 +0.62% $0.00 44.9K Sep 15, 2022 Direct
transaction GWRE Common Stock Options Exercise $0 +2.17K +4.83% $0.00 47K Sep 15, 2022 Direct
transaction GWRE Common Stock Sale -$195K -3.11K -6.61% $62.82 43.9K Sep 19, 2022 Direct F1, 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 Award $0 +13.8K $0.00 13.8K Sep 15, 2022 Common Stock 13.8K $0.00 Direct F3
transaction GWRE Performance Shares Options Exercise $0 -1.91K -18.32% $0.00 8.52K Sep 15, 2022 Common Stock 1.91K $0.00 Direct F4
transaction GWRE Performance Shares Options Exercise $0 -1.57K -20.51% $0.00 6.07K Sep 15, 2022 Common Stock 1.57K Direct F5, F6
transaction GWRE Performance Shares Options Exercise $0 -191 -20% $0.00 764 Sep 15, 2022 Common Stock 191 $0.00 Direct F7
transaction GWRE Performance Shares Options Exercise $0 -275 -100% $0.00* 0 Sep 15, 2022 Common Stock 275 $0.00 Direct F8
transaction GWRE Performance Shares Award $0 -2.17K -100% $0.00* 0 Sep 15, 2022 Common Stock 2.17K $0.00 Direct F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares sold by Issuer to cover taxes associated with settlement of Restricted Stock Units.
F2 The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $62.8180 to $62.8208 per share. The reporting person will provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
F3 At the end of Year 1, 50% of the PSU award will be determined based on performance against the FY23 ARR targets. 33% will vest immediately, 33% will vest at end of Year 2, and 33% will vest at end of Year 3. At the end of Year 3, 50% of the PSU award will be determined based on performance against the FY25 ARR targets. 100% will vest immediately.
F4 At the end of Year 1, 50% of this Performance Stock Unit ("PSU") award will be determined based on performance against fiscal year 2022 financial targets, with the following vesting schedule: 33% vesting immediately, 33% vesting at end of Year 2, and 33% vesting at end of Year 3. On September 7, 2022, the Compensation Committee of the Board of Directors determined that 122% of the performance-based conditions were met resulting in an increase of 1,035 shares earned by the Reporting Person. At the end of Year 3, 50% of the PSU award will be determined based on performance against fiscal year 2024 financial targets, with the following vesting schedule: 100% vesting immediately.
F5 Each restricted stock unit or performance stock unit represents a contingent right to receive one share of the Issuer's common stock.
F6 These performance stock units are split in two halves, with vesting of each subject to the satisfaction of both performance- and time-based conditions. Performance-based conditions will be satisfied if financial targets, determined by the Issuer, are met for fiscal year 2021 for the first half and fiscal year 2023 for the second half. If the performance-based conditions for fiscal year 2021 are achieved, then the first half will vest based on performance with the following timing: 16.6% will vest on each of September 15, 2021, September 15, 2022, and September 15, 2023, subject to the Reporting Person's continued service to the Issuer. The second half will vest on September 15, 2023 based on achievement under the performance-based conditions for fiscal year 2023, subject to the Reporting Person's continued service to the Issuer.
F7 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.
F8 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.
F9 Each Performance Restricted Stock Unit ("TSR") represents a contingent right to receive one share of the Issuer's common stock. Between 0% to 125% (incorrectly previously reported as 110%) of the reported target number of TSRs may be earned, based on the Company's total shareholder return percentile ranking relative to the software companies in a peer industry index for a three-year cumulative performance period commencing August 1, 2019, and ending July 31, 2022 (the "TSR Performance Measurement Period"). All earned TSRs will vest at the end of the TSR Performance Measurement Period. On September 7, 2022, the Compensation Committee of the Board of Directors determined that 77.38% of the performance-based conditions were met resulting in a decrease of 633 shares earned by the Reporting Person.