Michael George Rosenbaum - Sep 15, 2021 Form 4/A - Amendment Insider Report for Guidewire Software, Inc. (GWRE)

Signature
By: Winston King, Attorney in Fact For: Michael George Rosenbaum
Stock symbol
GWRE
Transactions as of
Sep 15, 2021
Transactions value $
$0
Form type
4/A - Amendment
Date filed
9/17/2021, 09:39 PM
Date Of Original Report
Sep 18, 2021
Previous filing
Jun 21, 2021
Next filing
Sep 21, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GWRE Common Stock Award $0 +35.2K +114.58% $0.00 66K Sep 15, 2021 Direct F1
transaction GWRE Common Stock Options Exercise $0 +14.4K +21.75% $0.00 80.3K Sep 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 -2.56K -11.11% $0.00 20.4K Sep 15, 2021 Common Stock 2.56K $0.00 Direct F2
transaction GWRE Performance Shares Options Exercise $0 -5.29K -17.01% $0.00 25.8K Sep 15, 2021 Common Stock 5.29K $0.00 Direct F3
transaction GWRE Restricted Stock Unit Options Exercise $0 -1.9K -7.69% $0.00 22.8K Sep 15, 2021 Common Stock 1.9K $0.00 Direct F4
transaction GWRE Restricted Stock Unit Options Exercise $0 -4.61K -11.11% $0.00 36.8K Sep 15, 2021 Common Stock 4.61K $0.00 Direct F5
transaction GWRE Performance Shares Award $0 +35.2K $0.00 35.2K Sep 15, 2021 Common Stock 35.2K $0.00 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 As represented by Restricted Stock Units, which shall vest at 6.25% (or 1/16th) of this award in 16 equal quarterly installments over four years, on each of the 15th of March, June, September, and December subsequent to the vesting commencement date.
F2 The vesting of these Restricted Stock Units ("PSUs") is subject to the satisfaction of both performance-based conditions and time-based criteria. The performance-based conditions will be satisfied if certain financial targets, determined by the Issuer, are met over the course of the Issuer's 2020 fiscal year. If the performance-based conditions for fiscal year 2020 are not met, then none of the shares will vest. If the performance-based conditions for fiscal year 2020 are achieved, as determined by the Issuer, then units will vest as the time-based criteria are satisfied. The time-based vesting criteria are as follows: 1/4th of the units vest on the one year anniversary of the vesting commencement date of September 15, 2019 and an additional 1/16th of the units will vest quarterly thereafter, subject to (1) the previously mentioned fiscal year 2020 performance-based conditions being met, and (2) the Reporting Person's continued service to the Issuer through each such vesting date.
F3 These performance stock units are split in two halves, with vesting of each subject to the satisfaction of both performance- and time-based conditions. Performance-based conditions will 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. If the performance-based conditions for fiscal year 2021 are achieved, then the first half will vest based on performance with the following timing: 16.6% will vest on each of September 15, 2021, September 15, 2022, and September 15, 2023, subject to the Reporting Person's continued service to the Issuer. The second half will vest on September 15, 2023 based on achievement under the performance-based conditions for fiscal year 2023, subject to the Reporting Person's continued service to the Issuer.
F4 The Restricted Stock Units vest 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.
F5 The Restricted Stock Units vest as follows: 1/4th of the units vest on the one year anniversary of the vesting commencement date of September 15, 2019 and an additional 1/16th of the units vest quarterly thereafter, subject to the Reporting Person's continued service to the Issuer.
F6 At the end of Year 1, 50% of this PSU 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. 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.