| 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)
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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) 03/15/2022 | ||||||||||||||||||||||||||
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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 | 03/15/2022 | M | 63 | A | $0 | 22,062 | D | |||
| Common Stock | 03/15/2022 | M | 131 | A | $0 | 22,193 | D | |||
| Common Stock | 03/15/2022 | M | 141 | A | $0 | 22,334 | D | |||
| Common Stock | 03/15/2022 | M | 1,804 | A | $0 | 24,138 | D | |||
| Common Stock | 03/15/2022 | M | 313 | A | $0 | 24,451 | D | |||
| Common Stock | 03/15/2022 | M | 94 | A | $0 | 24,545 | D | |||
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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 | 03/15/2022 | M | 63 | (1) | 09/12/2028 | Common Stock | 63 | $0 | 127 | D | ||||
| Restricted Stock Unit | $0.0 | 03/15/2022 | M | 131 | (2) | 06/12/2029 | Common Stock | 131 | $0 | 651 | D | ||||
| Restricted Stock Unit | $0.0 | 03/15/2022 | M | 141 | (3) | 09/06/2029 | Common Stock | 141 | $0 | 848 | D | ||||
| Restricted Stock Unit | $0.0 | 03/15/2022 | M | 1,804 | (4) | 06/09/2030 | Common Stock | 1,804 | $0 | 16,241 | D | ||||
| Restricted Stock Unit | $0.0 | 03/15/2022 | M | 313 | (5) | 09/09/2030 | Common Stock | 313 | $0 | 3,125 | D | ||||
| Restricted Stock Unit | $0.0 | 03/15/2022 | M | 94 | (6) | 09/12/2028 | Common Stock | 94 | $0 | 188 | D | ||||
| Explanation of Responses: |
| 1. On September 12, 2018, the Reporting Person was granted a target of 900 shares covered by restricted stock units with performance- and time-based vesting requirements. On September 6, 2019, the Compensation Committee of the Board of Directors determined that 112.5% of the performance-based conditions were met resulting in an additional 112 shares earned by the Reporting Person. The time-based vesting is: 1/4th on September 15, 2019, and 1/16th of the units vest quarterly thereafter subject to the Reporting Person's continued service to the Issuer. |
| 2. The Restricted Stock Units vests as follows: 1/16th of the units vest quarterly commencing September 15, 2019, subject to the Reporting Person's continued service to the Issuer. |
| 3. The Restricted Stock Units vests as follows: 1/16th of the units vest quarterly commencing December 15, 2019, subject to the Reporting Person's continued service to the Issuer. |
| 4. The Restricted Stock Units vests as follows: 1/16th of the units vest quarterly commencing September 15, 2020, subject to the Reporting Person's continued service to the Issuer. |
| 5. 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. |
| 6. The Restricted Stock Units vest as follows: 1/16th of the units vest quarterly commencing December 15, 2018, subject to the Reporting Person's continued service to the Issuer. |
| Remarks: |
| By: Winston King, Attorney-in-Fact for Jeffrey Elliott Cooper | 03/15/2022 | |
| ** 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. | ||