Statement of Changes in Beneficial Ownership (4)
June 17 2022 - 05:19PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Cooper Jeffrey Elliott |
2. Issuer Name and Ticker or Trading Symbol
Guidewire Software, Inc.
[
GWRE
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer |
(Last)
(First)
(Middle)
C/O GUIDEWIRE SOFTWARE, INC., 2850 SOUTH DELAWARE STREET, SUITE 400 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/15/2022 |
(Street)
SAN MATEO, CA 94403
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 6/15/2022 | | M | | 63 | A | $0 | 44198 (1) | D | |
Common Stock | 6/17/2022 | | S(2) | | 1253 | D | $72.1806 | 42945 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Performance Shares | $0.0 | 6/15/2022 | | M | | | 63 | (3) | 9/12/2028 | Common Stock | 63.0 | $0 | 64 | D | |
Explanation of Responses: |
(1) | The reported transaction involves the acquisition of vested performance shares. The Reporting Person previously reported certain prior awards of restricted stock units in Table II of Form 4. The total reported in Column 5 includes (i) 63 shares from performance shares that vested on 6/15/2022, and (ii) 21,053 restricted stock units previously reported in Table II. |
(2) | Shares sold by Issuer to cover taxes associated with settlement of restricted stock units. |
(3) | On September 12, 2018, the Reporting Person was granted a target of 900 shares covered by restricted stock units with performance- and time-based vesting requirements. On September 6, 2019, the Compensation Committee of the Board of Directors determined that 112.5% of the performance-based conditions were met resulting in an additional 112 shares earned by the Reporting Person. The time-based vesting is: 1/4th on September 15, 2019, and 1/16th of the units vest quarterly thereafter subject to the Reporting Person's continued service to the Issuer. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Cooper Jeffrey Elliott C/O GUIDEWIRE SOFTWARE, INC. 2850 SOUTH DELAWARE STREET, SUITE 400 SAN MATEO, CA 94403 |
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| Chief Financial Officer |
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Signatures
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By: Winston King, Attorney-in-Fact for Jeffrey Elliott Cooper | | 6/17/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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