Sec Form 4 Filing - King James Winston @ Guidewire Software, Inc. - 2020-12-15

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
King James Winston
2. Issuer Name and Ticker or Trading Symbol
Guidewire Software, Inc. [ GWRE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Admin Officer, Gen Couns
(Last) (First) (Middle)
2850 SOUTH DELAWARE ST., SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
12/15/2020
(Street)
SAN MATEO, CA94403
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/15/2020 M 2,928 A $ 0 7,138 D
Common Stock 12/17/2020 S( 1 ) 1,481 D $ 125.103 5,657 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Shares $ 0 12/15/2020 M 289 ( 2 ) 09/12/2027 Common Stock 289 $ 0 1,299 ( 3 ) D
Performance Shares $ 0 12/15/2020 M 273 ( 4 ) 09/12/2028 Common Stock 273 $ 0 4,032 ( 5 ) D
Performance Shares $ 0 12/15/2020 M 192 ( 6 ) 09/06/2029 Common Stock 192 $ 0 6,041 ( 7 ) D
Restricted Stock Unit $ 0 12/15/2020 M 443 ( 2 ) 09/12/2027 Common Stock 443 $ 0 1,332 D
Restricted Stock Unit $ 0 12/15/2020 M 406 ( 4 ) 09/12/2028 Common Stock 406 $ 0 2,844 D
Restricted Stock Unit $ 0 12/15/2020 M 326 ( 8 ) 06/12/2029 Common Stock 326 $ 0 3,255 D
Restricted Stock Unit $ 0 12/15/2020 M 437 ( 6 ) 09/06/2029 Common Stock 437 $ 0 4,813 D
Restricted Stock Unit ( 9 ) 12/15/2020 M 562 ( 10 ) ( 9 ) Common Stock 562 $ 0 8,438 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
King James Winston
2850 SOUTH DELAWARE ST., SUITE 400
SAN MATEO, CA94403
Chief Admin Officer, Gen Couns
Signatures
James Winston King 12/17/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares sold by Issuer to cover taxes associated with settlement of Restricted Stock Units.
( 2 )The grant consists of three separate issuances of Restricted Stock Units, each with vesting subject to the Reporting Person's continued service to the Issuer. The first is 7,100 units vesting as follows: 1/16th of the units vest quarterly commencing December 15, 2017. The second is 4,647 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.
( 3 )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 and TSR shares vested as of this Transaction Date.
( 4 )The grant consists of three separate issuances of Restricted Stock Units, each with vesting subject to the Reporting Person's continued service to the Issuer. The first is 6,500 units vesting as follows: 1/16th of the units vest quarterly commencing December 15, 2018. The second is 4,391 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.
( 5 )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.
( 6 )The grant consists of three separate issuances of Restricted Stock Units, each with vesting subject to the Reporting Person's continued service to the Issuer. The first is 7,000 units vesting as follows: 1/16th of the units vest quarterly commencing December 15, 2019. The second is 3,066 units, for which vesting was subject to the satisfaction of both performance-based conditions and time-based 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 ending on July 31, 2022.
( 7 )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.
( 8 )The Restricted Stock Units vest as follows: 1/16th of the units vest quarterly commencing September 15, 2019, subject to the Reporting Person's continued service to the Issuer.
( 9 )Each Restricted Stock Unit represents the contingent right to receive, at settlement, one share of the Issuer?s common stock.
( 10 )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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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