Jeffrey Elliott Cooper - 15 Sep 2024 Form 4 Insider Report for Guidewire Software, Inc. (GWRE)

Role: Chief Financial Officer
Signature: By: Winston King, Attorney-in-Fact for Jeffrey Elliott Cooper
Issuer symbol: GWRE
Transactions as of: 15 Sep 2024
Net transactions value: $0
Form type: 4
Filing time: 17 Sep 2024, 20:50:55 UTC
Previous filing: 13 Sep 2024
Next filing: 19 Sep 2024
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	+10,827	+14%	$0.000000	89,029	17 Sep 2024	Direct
transaction	GWRE	Common Stock	Options Exercise	$0	+4,672	+5.2%	$0.000000	93,701	17 Sep 2024	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	Options Exercise	$0	-10,827	-100%	$0.000000	0	15 Sep 2024	Common Stock	10,827	$0.000000	Direct	F1
transaction	GWRE	Performance Shares	Options Exercise	$0	-4,672	-20%	$0.000000	18,440	15 Sep 2024	Common Stock	4,672	$0.000000	Direct	F2

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

Explanation of Responses:

Id	Content
F1	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. On September 11, 2024, the Compensation Committee of the Board of Directors determined that 99% of the performance-based conditions were met resulting in a decrease of 78 PSUs earned by the Reporting Person.
F2	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.

Content

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. On September 11, 2024, the Compensation Committee of the Board of Directors determined that 99% of the performance-based conditions were met resulting in a decrease of 78 PSUs earned by the Reporting Person.

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.