SEC Form 4 · accession 0001540041-16-000039
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
Jun 7, 2016
Accepted (ET)
Jun 8, 2016 · 7:52 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 | Jun 7, 2016 | M | 5,000 | $32.25 | A | 23,900 | D | |
| Common StockF2 | Jun 7, 2016 | S | 4,700 | $61.6455 | D | 19,200 | D | |
| Common StockF3 | Jun 7, 2016 | S | 300 | $62.1667 | D | 18,900 | D | |
| Common Stock | Jun 7, 2016 | M | 3,622 | $32.25 | A | 22,522 | D | |
| Common Stock | Jun 7, 2016 | M | 1,378 | $32.25 | A | 23,900 | D | |
| Common StockF4 | Jun 7, 2016 | S | 4,700 | $61.6596 | D | 19,200 | D | |
| Common StockF5 | Jun 7, 2016 | S | 300 | $62.2133 | D | 18,900 | D | |
| Common Stock | Jun 7, 2016 | M | 10,000 | $7.50 | A | 28,900 | D | |
| Common StockF6 | Jun 7, 2016 | S | 9,300 | $61.6488 | D | 19,600 | D | |
| Common StockF7 | Jun 7, 2016 | S | 700 | $62.2387 | 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)F8 | $32.25 | Jun 7, 2016 | M | 1,378 | D | — | Sep 5, 2022 | Common Stock | 1,378 | 1,378 | D |
| Non-Qualified Stock Option (right to buy)F9 | $7.50 | Jun 7, 2016 | M | 10,000 | D | — | Jul 21, 2021 | Common Stock | 10,000 | 138,845 | D |
| Non-Qualified Stock Option (right to buy)F8 | $32.25 | Jun 7, 2016 | M | 5,000 | D | — | Sep 5, 2022 | Common Stock | 5,000 | 9,494 | D |
| Non-Qualified Stock Option (right to buy)F8 | $32.25 | Jun 7, 2016 | M | 3,622 | D | — | Sep 5, 2022 | Common Stock | 3,622 | 5,872 | 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 $61.05 to $61.97 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.
- F3The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $62.05 to $62.34 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 $61.04 to $61.99 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.
- F5The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $62.14 to $62.34 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 $60.98 to $61.96 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 $62.02 to $62.35 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.
- F8When 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.
- F9When both ISO and NQ Stock Options granted on July 21, 2011 are combined, they vest over four years of continuous service as follows: 1/48th of the underlying shares vest monthly following the vesting commencement date of July 21, 2011.