SEC Form 4 · accession 0001540041-16-000025
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
Feb 8, 2016
Accepted (ET)
Feb 10, 2016 · 5:01 pm EST
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 | Feb 8, 2016 | M | 15,000 | $8.65 | A | 28,957 | D | |
| Common StockF2 | Feb 8, 2016 | S | 2,184 | $43.5783 | D | 26,773 | D | |
| Common StockF3 | Feb 8, 2016 | S | 1,479 | $45.0041 | D | 25,294 | D | |
| Common StockF4 | Feb 8, 2016 | S | 1,337 | $45.5179 | D | 23,957 | D | |
| Common StockF5 | Feb 8, 2016 | S | 4,099 | $43.558 | D | 19,858 | D | |
| Common StockF6 | Feb 8, 2016 | S | 1,101 | $44.6122 | D | 18,757 | D | |
| Common StockF7 | Feb 8, 2016 | S | 4,300 | $45.2967 | D | 14,457 | D | |
| Common StockF8 | Feb 8, 2016 | S | 500 | $46.143 | D | 13,957 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy)F9 | $8.65 | Feb 8, 2016 | M | 5,000 | D | — | Sep 14, 2021 | Common Stock | 5,000 | 68,186 | D |
| Non-Qualified Stock Option (right to buy)F9 | $8.65 | Feb 8, 2016 | M | 10,000 | D | — | Sep 14, 2021 | Common Stock | 10,000 | 58,186 | 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 $43.11 to $44.01 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.
- F3The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $44.24 to $45.24 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.
- F4The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $45.26 to $46.25 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.
- F5The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $43.00 to $43.97 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.
- F6The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $44.01 to $44.97 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.
- F7The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $45.01 to $45.54 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.
- F8The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $46.12 to $46.18 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.
- F9This Stock Option vests as follows: 50% of the shares vest on September 14, 2013 and the remaining 50% vests monthly over the next two years, as long as the Reporting Person provides continuous service as the Issuer's chief executive officer