SEC Form 4 · accession 0001586253-15-000044

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

Oct 7, 2015

Accepted (ET)

Oct 8, 2015 · 7:12 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
Common Stock	Oct 7, 2015	M	5,000	$32.25	A	13,844	D
Common Stock^F2	Oct 7, 2015	S	4,651	$53.3228	D	9,193	D
Common Stock^F3	Oct 7, 2015	S	349	$54.147	D	8,844	D
Common Stock	Oct 7, 2015	M	10,000	$8.65	A	18,844	D
Common Stock^F4	Oct 7, 2015	S	9,100	$53.3211	D	9,744	D
Common Stock^F5	Oct 7, 2015	S	900	$54.0622	D	8,844	D
Common Stock	Oct 7, 2015	M	276	$8.65	A	9,120	D
Common Stock	Oct 7, 2015	M	3,949	$32.25	A	13,069	D
Common Stock	Oct 7, 2015	M	775	$32.25	A	13,844	D
Common Stock^F2	Oct 7, 2015	S	4,700	$53.3419	D	9,144	D
Common Stock^F3	Oct 7, 2015	S	300	$54.14	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)^F6	$32.25	Oct 7, 2015	M	775	D	—	Sep 5, 2022	Common Stock	775	4,650	D
Non-Qualified Stock Option (right to buy)^F7	$8.65	Oct 7, 2015	M	10,000	D	—	Sep 14, 2021	Common Stock	10,000	128,462	D
Non-Qualified Stock Option (right to buy)^F7	$8.65	Oct 7, 2015	M	276	D	—	Sep 14, 2021	Common Stock	276	128,186	D
Non-Qualified Stock Option (right to buy)^F6	$32.25	Oct 7, 2015	M	5,000	D	—	Sep 5, 2022	Common Stock	5,000	28,363	D
Non-Qualified Stock Option (right to buy)^F6	$32.25	Oct 7, 2015	M	3,949	D	—	Sep 5, 2022	Common Stock	3,949	24,414	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 $52.97 to $53.90 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 $54.04 to $54.19 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 $52.97 to $53.86 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 $53.98 to $54.18 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.
F6When 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.
F7This 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.