SEC Form 4 · accession 0001540041-15-000012
Guidewire Software, Inc. · GWRE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Marcus Ryu
Officer — CEO and President · Director
Period of report
Sep 16, 2015
Accepted (ET)
Sep 18, 2015 · 4:37 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001528396
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Sep 16, 2015 | M | 4,483 | $32.25 | A | 32,627 | D | |
| Common StockF2 | Sep 16, 2015 | S | 4,483 | $52.3351 | D | 28,144 | D | |
| Common Stock | Sep 16, 2015 | M | 1,892 | $32.25 | A | 30,036 | D | |
| Common StockF3 | Sep 16, 2015 | S | 1,892 | $52.3376 | D | 28,144 | D | |
| Common Stock | Sep 16, 2015 | M | 517 | $32.25 | A | 28,661 | D | |
| Common StockF2 | Sep 16, 2015 | S | 517 | $52.3351 | D | 28,144 | D | |
| Common Stock | Sep 16, 2015 | M | 258 | $32.25 | A | 28,402 | D | |
| Common StockF3 | Sep 16, 2015 | S | 258 | $52.3376 | D | 28,144 | D | |
| Common StockF3 | Sep 16, 2015 | S | 2,850 | $52.3391 | D | 25,294 | D | |
| Common StockF5 | Sep 16, 2015 | S | 10,000 | $52.3395 | D | 15,294 | D | |
| Common Stock | Sep 17, 2015 | S | 6,450 | $51.8411 | D | 8,844 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Incentive Stock Option (right to buy)F7 | $32.25 | Sep 16, 2015 | M | 517 | D | — | Sep 5, 2022 | Common Stock | 517 | 5,683 | D |
| Incentive Stock Option (right to buy)F7 | $32.25 | Sep 16, 2015 | M | 258 | D | — | Sep 5, 2022 | Common Stock | 258 | 5,425 | D |
| Non-Qualified Stock Option (right to buy)F7 | $32.25 | Sep 16, 2015 | M | 4,483 | D | — | Sep 5, 2022 | Common Stock | 4,483 | 35,255 | D |
| Non-Qualified Stock Option (right to buy)F7 | $32.25 | Sep 16, 2015 | M | 1,892 | D | — | Sep 5, 2022 | Common Stock | 1,892 | 33,363 | D |
Explanation of responses
- F1Automatic stock option exercise and same-day sale pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 14, 2015.
- F2The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $52.06 to $52.55 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 share sold at each separate price.
- F3The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $52.06 to $52.58 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 share sold at each separate price.
- F4Automatic sale pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 14, 2015.
- F5The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $52.04 to $52.58 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 share sold at each separate price
- F6Shares sold to cover taxes associated with settlement of Restricted Stock Units.
- F7When both ISO and NQ Stock Options granted on September 5, 2012 are combined, they vest over four years as follows: 1/48 of the underlying shares vest monthly following the vesting commencement date of September 5, 2012, subject to the Reporting Person's continuous service.