Jeffrey Elliott Cooper - Sep 15, 2024 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 15, 2024
Transactions value $
$0
Form type
4
Date filed
9/17/2024, 08:50 PM
Previous filing
Sep 13, 2024
Next filing
Sep 19, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GWRE Common Stock Options Exercise $0 +10.8K +13.84% $0.00 89K Sep 17, 2024 Direct
transaction GWRE Common Stock Options Exercise $0 +4.67K +5.25% $0.00 93.7K Sep 17, 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 -10.8K -100% $0.00 0 Sep 15, 2024 Common Stock 10.8K $0.00 Direct F1
transaction GWRE Performance Shares Options Exercise $0 -4.67K -20.21% $0.00 18.4K Sep 15, 2024 Common Stock 4.67K $0.00 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.