SEC Form 4 · accession 0001540041-19-000004
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 1, 2019
Accepted (ET)
Feb 4, 2019 · 7:42 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 1, 2019 | M | 20,000 | $3.92 | A | 21,321 | D | |
| Common StockF2 | Feb 1, 2019 | S | 1,400 | $87.4543 | D | 19,921 | D | |
| Common StockF3 | Feb 1, 2019 | S | 3,600 | $88.4636 | D | 16,321 | D | |
| Common StockF2 | Feb 1, 2019 | S | 1,400 | $87.4621 | D | 14,921 | D | |
| Common StockF4 | Feb 1, 2019 | S | 3,600 | $88.4551 | D | 11,321 | D | |
| Common StockF2 | Feb 1, 2019 | S | 1,400 | $87.46 | D | 9,921 | D | |
| Common StockF5 | Feb 1, 2019 | S | 3,600 | $88.4593 | D | 6,321 | D | |
| Common StockF2 | Feb 1, 2019 | S | 1,400 | $87.4593 | D | 4,921 | D | |
| Common StockF6 | Feb 1, 2019 | S | 3,600 | $88.4635 | D | 1,321 | 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)F7 | $3.92 | Feb 1, 2019 | M | 20,000 | D | — | Dec 21, 2019 | Common Stock | 20,000 | 14,033 | D |
Explanation of responses
- F1Automatic stock option exercise and sale pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 10, 2018.
- F2The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $87.02 to $88.01 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 $88.16 to $88.78 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 $88.16 to $88.67 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 $88.16 to $88.77 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 $88.16 to $88.68 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.
- F7This Stock Option vests over four years of continuous service as follows: 1/48th of the underlying shares vest monthly following the vesting commencement date of December 21, 2009.