SEC Form 4 · accession 0001609633-17-000040
Guidewire Software, Inc. · GWRE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Polelle
Officer — Chief Delivery Officer
Period of report
Dec 19, 2017
Accepted (ET)
Dec 20, 2017 · 9:28 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 | Dec 19, 2017 | M | 209 | $36.54 | A | 5,522 | D | |
| Common Stock | Dec 19, 2017 | S | 209 | $74.08 | D | 5,313 | D | |
| Common Stock | Dec 19, 2017 | S | 1,989 | $73.6002 | D | 3,324 | D | |
| Common StockF4 | Dec 20, 2017 | S | 1,043 | $72.3808 | D | 2,281 | 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 | $36.54 | Dec 19, 2017 | M | 209 | D | — | Jun 4, 2024 | Common Stock | 209 | 834 | D |
Explanation of responses
- F1Automatic option exercise and sale pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 22, 2016 and amended June 30, 2017.
- F2Shares sold by Issuer to cover taxes associated with settlement of Restricted Stock Units.
- F3Automatic sale pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 22, 2016 and amended June 30, 2017.
- F4The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $72.29 to $72.53 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 June 4, 2014 are combined, they vest over four years of continuous service as follows: 1/4th of the underlying shares vest on the one year anniversary of the vesting commencement date of April 14, 2014 and an additional 1/48th of the underlying shares vest monthly thereafter.