SEC Form 4
| FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Guidewire Software, Inc. [ GWRE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/15/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 09/15/2021 | M | 4,637 | A | $0 | 10,958 | D | |||
| Common Stock | 09/20/2021 | S(1) | 1,524 | D | $115.6631(2) | 9,434 | D | |||
| Common Stock | 09/20/2021 | S(1) | 1,606 | D | $116.9323(3) | 7,828 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | $0.0 | 09/15/2021 | M | 1,100 | (4) | 03/10/2030 | Common Stock | 1,100 | $0 | 0 | D | ||||
| Performance Shares | $0.0 | 09/15/2021 | M | 138 | (5) | 09/06/2029 | Common Stock | 138 | $0 | 1,092 | D | ||||
| Restricted Stock Unit | $0.0 | 09/15/2021 | M | 313 | (6) | 09/12/2028 | Common Stock | 313 | $0 | 1,250 | D | ||||
| Performance Shares | $0.0 | 09/15/2021 | M | 212 | (6) | 09/12/2028 | Common Stock | 212 | $0 | 844 | D | ||||
| Restricted Stock Unit | $0.0 | 09/15/2021 | M | 357 | (7) | 09/12/2027 | Common Stock | 357 | $0 | 0 | D | ||||
| Performance Shares | $0.0 | 09/15/2021 | M | 230 | (7) | 09/12/2027 | Common Stock | 230 | $0 | 0 | D | ||||
| Performance Shares | (8) | 09/15/2021 | M | 1,043 | (9) | (9) | Common Stock | 1,043 | $0 | 5,086 | D | ||||
| Performance Shares | $0.0 | 09/15/2021 | M | 556 | (10) | 09/12/2028 | Common Stock | 556 | $0 | 0 | D | ||||
| Restricted Stock Unit | $0.0 | 09/15/2021 | M | 313 | (5) | 09/06/2029 | Common Stock | 313 | $0 | 2,500 | D | ||||
| Restricted Stock Unit | $0.0 | 09/15/2021 | M | 375 | (11) | 09/09/2030 | Common Stock | 375 | $0 | 4,500 | D | ||||
| Explanation of Responses: |
| 1. Automatic sale pursuant to a 10b5-1 Trading Plan adopted by the Reporting Person on October 15, 2020. |
| 2. The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $115.3900 to $116.1100 per share. The reporting person will provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| 3. The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $116.5000 to $117.2900 per share. The reporting person will provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| 4. The vesting of these Restricted Stock Units ("PSUs") is subject to the satisfaction of performance-based conditions, which will be satisfied if certain performance targets, determined by the Issuer, are met over the course of the Issuer's 2021 fiscal year. If the performance-based conditions are not met, then none of the units will vest. If the performance-based conditions are achieved, then all of the units will vest on September 15, 2021. |
| 5. 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 ofthe 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 time-based criteria. Attainmentregarding 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 theunits 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 returnpercentile ranking relative to a set peer group, over a three-year period ending on July 31, 2022. |
| 6. 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. |
| 7. 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. |
| 8. Each restricted stock unit or performance stock unit represents a contingent right to receive one share of the Issuer's common stock. |
| 9. 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. |
| 10. Each Performance Restricted Stock Unit ("Performance RSU") represents a contingent right to receive one share of the Issuer's common stock. Between 0% to 110% of the reported target number of Performance RSUs may be earned, based on the Company's total shareholder return percentile ranking relative to the software companies in the S&P Software and Services Select Industry Index for a three-year cumulative performance period commencing August 1, 2018, and ending July 31, 2021 (the "Performance Measurement Period"). All earned Performance RSUs will vest at the end of the Performance Measurement Period, subject to the Reporting Person's continued service to the Issuer through such vesting date. |
| 11. 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. |
| Remarks: |
| By: Winston King, Attorney in Fact For: Michael J. Polelle | 09/22/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||