SEC Form 4 · accession 0001540041-16-000037
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
May 9, 2016
Accepted (ET)
May 10, 2016 · 5:32 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 | May 9, 2016 | M | 1,814 | $32.25 | A | 20,714 | D | |
| Common StockF2 | May 9, 2016 | S | 1,814 | $55.443 | D | 18,900 | D | |
| Common Stock | May 9, 2016 | M | 4,139 | $32.25 | A | 23,039 | D | |
| Common StockF3 | May 9, 2016 | S | 4,139 | $55.4283 | D | 18,900 | D | |
| Common Stock | May 9, 2016 | M | 861 | $32.25 | A | 19,761 | D | |
| Common StockF3 | May 9, 2016 | S | 861 | $55.4283 | D | 18,900 | D | |
| Common Stock | May 9, 2016 | M | 10,000 | $8.65 | A | 28,900 | D | |
| Common StockF4 | May 9, 2016 | S | 10,000 | $55.4576 | D | 18,900 | D | |
| Common Stock | May 9, 2016 | M | 3,186 | $8.65 | A | 22,086 | D | |
| Common StockF2 | May 9, 2016 | S | 3,186 | $55.443 | D | 18,900 | 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)F5 | $32.25 | May 9, 2016 | M | 861 | D | — | Sep 5, 2022 | Common Stock | 861 | 2,756 | D |
| Non-Qualified Stock Option (right to buy)F6 | $8.65 | May 9, 2016 | M | 13,186 | D | — | Sep 14, 2021 | Common Stock | 13,186 | 0 | D |
| Non-Qualified Stock Option (right to buy)F5 | $32.25 | May 9, 2016 | M | 5,953 | D | — | Sep 5, 2022 | Common Stock | 5,953 | 14,494 | 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 $55.02 to $55.68 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 $55.02 to $55.69 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 $55.04 to $55.99 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.
- F5When 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.
- F6This 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.