Michael Polelle - Jun 15, 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
Stock symbol: GWRE
Transactions as of: Jun 15, 2021
Transactions value $: $0
Form type: 4
Date filed: 6/17/2021, 09:24 PM
Next filing: Jun 21, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GWRE	Common Stock	Options Exercise	$0	+1.93K	+61.71%	$0.00	5.06K	Jun 15, 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	-27.86%	$0.00	593	Jun 15, 2021	Common Stock	229	$0.00	Direct	F1, F2
transaction	GWRE	Performance Shares	Options Exercise	$0	-210	-7.27%	$0.00	2.68K	Jun 15, 2021	Common Stock	210	$0.00	Direct	F3, F4
transaction	GWRE	Performance Shares	Options Exercise	$0	-137	-3.28%	$0.00	4.04K	Jun 15, 2021	Common Stock	137	$0.00	Direct	F5, F6
transaction	GWRE	Restricted Stock Unit	Options Exercise	$0	-356	-49.93%	$0.00	357	Jun 15, 2021	Common Stock	356	$0.00	Direct	F1
transaction	GWRE	Restricted Stock Unit	Options Exercise	$0	-312	-16.64%	$0.00	1.56K	Jun 15, 2021	Common Stock	312	$0.00	Direct	F3
transaction	GWRE	Restricted Stock Unit	Options Exercise	$0	-312	-9.98%	$0.00	2.81K	Jun 15, 2021	Common Stock	312	$0.00	Direct	F5
transaction	GWRE	Restricted Stock Unit	Options Exercise	$0	-375	-7.14%	$0.00	4.88K	Jun 15, 2021	Common Stock	375	$0.00	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.