James Winston King - Sep 13, 2023 Form 4 Insider Report for Guidewire Software, Inc. (GWRE)

Role
Chief Admin Officer, Gen Couns
Signature
/s/ James Winston King
Stock symbol
GWRE
Transactions as of
Sep 13, 2023
Transactions value $
$0
Form type
4
Date filed
9/15/2023, 05:56 PM
Previous filing
Sep 5, 2023
Next filing
Sep 20, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GWRE Common Stock Award $0 +14.5K +44.2% $0.00 47.3K Sep 13, 2023 Direct
transaction GWRE Common Stock Options Exercise $0 +191 +0.4% $0.00 47.5K Sep 15, 2023 Direct
transaction GWRE Common Stock Options Exercise $0 +6.35K +13.38% $0.00 53.8K Sep 15, 2023 Direct
transaction GWRE Common Stock Options Exercise $0 +2.34K +4.34% $0.00 56.1K Sep 15, 2023 Direct
transaction GWRE Common Stock Options Exercise $0 +1.91K +3.4% $0.00 58K Sep 15, 2023 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 Award $0 +14.5K $0.00 14.5K Sep 13, 2023 Common Stock 14.5K $0.00 Direct F1
transaction GWRE Performance Shares Options Exercise $0 -191 -100% $0.00* 0 Sep 15, 2023 Common Stock 191 $0.00 Direct F2
transaction GWRE Performance Shares Options Exercise $0 -6.35K -100% $0.00* 0 Sep 15, 2023 Common Stock 6.35K $0.00 Direct F3
transaction GWRE Performance Shares Options Exercise $0 -2.34K -16.81% $0.00 11.6K Sep 15, 2023 Common Stock 2.34K $0.00 Direct F4
transaction GWRE Performance Shares Options Exercise $0 -1.91K -22.43% $0.00 6.61K Sep 15, 2023 Common Stock 1.91K $0.00 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These PSUs cliff vest at the end of the three-year performance period based on the average performance of the three one-year performance periods. One-year financial targets for each of the three performance measurement periods were set on the grant date.
F2 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. This award is fully vested.
F3 This PSU award is split in two halves, with vesting of each subject to the satisfaction of both performance- and time-based conditions. Performance-based conditions would 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. Since the performance-based conditions for fiscal year 2021 were achieved, the first half vested based on performance as follows: 16.6% on each of September 15, 2021, September 15, 2022, and September 15, 2023.The second half vested on September 15, 2023, based on the Compensation Committee of the Board of Directors September 13, 2023 determination that 106.3% of the performance-based conditions for fiscal year 2023 were met resulting in an increase of 284 PSUs earned by the Reporting Person. This award is fully vested.
F4 At the end of Year 1, as to 50% of this PSU award (Part 1), the Compensation Committee of the Board of Directors determined, on September 15, 2023, that 101.8% of the performance conditions against the FY23 ARR targets were met resulting in an increase of 123 PSUs earned by the Reporting Person. 33% of Part 1 vested immediately thereafter. 33% of Part 1 will vest at the end of Year 2, and 33% of Part 1 will vest at the end of Year 3. At the end of Year 3, 50% of the PSU award (Part 2) will be determined based on performance against the FY25 ARR targets.
F5 At the end of Year 1, as to 50% of this PSU award (Part 1), the Compensation Committee of the Board of Directors determined, on September 7, 2022, that 122% of the performance conditions were met resulting in an increase of 1,035 PSUs earned by the Reporting Person. 33% of Part 1 vested immediately thereafter. 33% of Part 1 will vest at the end of Year 2, and 33% of Part 1 will vest at the end of Year 3. At the end of Year 3, 50% of the PSU award (Part 2) will be determined based on performance against fiscal year 2024 financial targets vesting 100% immediately thereafter.