Jeffrey Elliott Cooper - Sep 13, 2023 Form 4 Insider Report for Guidewire Software, Inc. (GWRE)

Signature
By: Winston King, Attorney-in-Fact for Jeffrey Elliott Cooper
Stock symbol
GWRE
Transactions as of
Sep 13, 2023
Transactions value $
$0
Form type
4
Date filed
9/15/2023, 06:17 PM
Previous filing
Jun 21, 2023
Next filing
Sep 19, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GWRE Common Stock Award $0 +27.8K +55.63% $0.00 77.8K Sep 13, 2023 Direct F1
transaction GWRE Common Stock Options Exercise $0 +3.53K +4.53% $0.00 81.3K Sep 15, 2023 Direct
transaction GWRE Common Stock Options Exercise $0 +3.15K +3.88% $0.00 84.5K Sep 15, 2023 Direct
transaction GWRE Common Stock Options Exercise $0 +4.67K +5.53% $0.00 89.2K 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 +27.8K $0.00 27.8K Sep 13, 2023 Common Stock 27.8K $0.00 Direct F2
transaction GWRE Performance Shares Options Exercise $0 -3.53K -100% $0.00* 0 Sep 15, 2023 Common Stock 3.53K $0.00 Direct F3
transaction GWRE Performance Shares Options Exercise $0 -3.15K -22.42% $0.00 10.9K Sep 15, 2023 Common Stock 3.15K $0.00 Direct F4
transaction GWRE Performance Shares Options Exercise $0 -4.67K -16.81% $0.00 23.1K Sep 15, 2023 Common Stock 4.67K $0.00 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Accounts for transfer of shares from Reporting Person to spouse pursuant to a domestic relations order.
F2 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 are set up front at time of grant.
F3 These performance stock units (PSUs) are 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 158 PSUs earned by the Reporting Person.
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 1,704 PSUs 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 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 249 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.