Michael Polelle - 15 Jun 2021 Form 4 Insider Report for Guidewire Software, Inc. (GWRE)

Role: Chief Delivery Officer
Signature: By: Winston King, Attorney in Fact For: Michael J. Polelle
Issuer symbol: GWRE
Transactions as of: 15 Jun 2021
Net transactions value: $0
Form type: 4
Filing time: 17 Jun 2021, 21:24:18 UTC
Next filing: 21 Jun 2021
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	+1,931	+62%	$0.000000	5,060	15 Jun 2021	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	-229	-28%	$0.000000	593	15 Jun 2021	Common Stock	229	$0.000000	Direct	F1, F2
transaction	GWRE	Performance Shares	Options Exercise	$0	-210	-7.3%	$0.000000	2,680	15 Jun 2021	Common Stock	210	$0.000000	Direct	F3, F4
transaction	GWRE	Performance Shares	Options Exercise	$0	-137	-3.3%	$0.000000	4,040	15 Jun 2021	Common Stock	137	$0.000000	Direct	F5, F6
transaction	GWRE	Restricted Stock Unit	Options Exercise	$0	-356	-50%	$0.000000	357	15 Jun 2021	Common Stock	356	$0.000000	Direct	F1
transaction	GWRE	Restricted Stock Unit	Options Exercise	$0	-312	-17%	$0.000000	1,563	15 Jun 2021	Common Stock	312	$0.000000	Direct	F3
transaction	GWRE	Restricted Stock Unit	Options Exercise	$0	-312	-10%	$0.000000	2,813	15 Jun 2021	Common Stock	312	$0.000000	Direct	F5
transaction	GWRE	Restricted Stock Unit	Options Exercise	$0	-375	-7.1%	$0.000000	4,875	15 Jun 2021	Common Stock	375	$0.000000	Direct	F7

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

Explanation of Responses:

Id	Content
F1	The grant consists of three separate issuance of Restricted Stock Units, each with vesting subject to the Reporting Person's continued service to the Issuer. The first is 5,700 units vesting as follows: 1/16th of the units vest quarterly commencing December 15, 2017. The second is 3,672 units, for which vesting was subject to the satisfaction of both performance-based conditions and time-based criteria. The performance-based conditions were deemed met and exceeded by the Issuer's Board of Directors, and the time-based vesting criteria are as follows: 1/4th of the units vested on September 15, 2018 and an additional 1/16th of the units will vest quarterly thereafter.
F2	The number of shares reported in Column 9 of Table II represents the 2017 Performance Stock Unit ("PSU) and the Total Shareholder Return ("TSR") grants less the number of PSU shares vested as of this Transaction Date.
F3	The grant consists of three separate issuance of Restricted Stock Units, each with vesting subject to the Reporting Person's continued service to the Issuer. The first is 5,000 units vesting as follows: 1/16th of the units vest quarterly commencing December 15, 2018. The second is 3,376 units, for which vesting was subject to the satisfaction of both performance-based conditions and time-based criteria. The performance-based conditions were deemed met and exceeded by the Issuer's Board of Directors, and the time-based vesting criteria are as follows: 1/4th of the units vested on September 15, 2019 and an additional 1/16th of the units will vest quarterly thereafter. The third consists of units for which vesting will be determined based on the Issuer's total shareholder return percentile ranking relative to a set peer group, over a three-year period ending on July 31, 2021.
F4	The number of shares reported in Column 9 of Table II represents the 2018 Performance Stock Unit ("PSU) and the Total Shareholder Return ("TSR") grants less the number of PSU shares vested as of this Transaction Date.
F5	The grant consists of three separate issuance of Restricted Stock Units, each with vesting subject to the Reporting Person's continued service to the Issuer. The first is 5,000 units vesting as follows: 1/16th of the units vest quarterly commencing December 15, 2019. The second is 2,190 units, for which vesting was subject to the satisfaction of both performance-based conditions and timebased criteria. Attainment regarding the performance-based conditions was determined by the Issuer's Board of Directors based on the Issuer's results for FYE July 31, 2020, and the time-based vesting criteria are as follows: 1/4th of the units vested on September 15, 2020 and an additional 1/16th of the units will vest quarterly thereafter. The third consists of units for which vesting will be determined based on the Issuer's total shareholder return percentile ranking relative to a set peer group, over a three-year period endong on July 31, 2022.
F6	The number of shares reported in Column 9 of Table II represents the 2019 Performance Stock Unit ("PSU) and the Total Shareholder Return ("TSR") grants less the number of PSU shares vested as of this Transaction Date.
F7	The Restricted Stock Units vests as follows: 1/16th of the units vest quarterly commencing December 15, 2020, subject to the Reporting Person's continued service to the Issuer through each such vesting date.