Statement of Changes in Beneficial Ownership (4)
June 17 2022 - 05:20PM
Edgar (US Regulatory)
FORM 4
[ ] 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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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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 *
Rosenbaum Michael George |
2. Issuer Name and Ticker or Trading
Symbol Guidewire Software, Inc. [ GWRE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
Chief Executive 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)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock |
6/15/2022 |
|
M |
|
2555 |
A |
$0 |
131110 (1) |
D |
|
Common Stock |
6/17/2022 |
|
S(2) |
|
5636 |
D |
$72.1806 |
125474 |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
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 |
|
|
2555 |
(3) |
9/6/2029 |
Common Stock |
2555.0 |
$0 |
12775 |
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) 2,555 shares from performance shares that
vested on 6/15/2022, and (ii) 46,656 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 6, 2019, the
Reporting Person was granted a target of 56,009 shares covered by
restricted stock units with performance- and time-based vesting
requirements. On September 9, 2020, the Compensation Committee of
the Board of Directors determined that 73% of the performance-based
conditions were met resulting in a reduction of 15,122 shares
earned by the Reporting Person. The time-based vesting is: 1/4th on
September 15, 2020, and 1/16th of the units vest quarterly
thereafter subject to the Reporting Person's continued service to
the Issuer. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Rosenbaum Michael George
C/O GUIDEWIRE SOFTWARE, INC.
2850 SOUTH DELAWARE STREET, SUITE 400
SAN MATEO, CA 94403 |
X |
|
Chief Executive Officer |
|
Signatures
|
By: Winston King, Attorney-in-Fact for Michael
George Rosenbaum |
|
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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