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Filing Details

Accession Number:: 0001540043-13-000012
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-09-17 21:55:06
Reporting Period:: 2013-09-13

Filing Date:: 2013-09-17
Accepted Time:: 2013-09-17 21:55:06
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1528396	Guidewire Software Inc.	GWRE	Services-Prepackaged Software (7372)	364468504

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1540043	Jeremy Henrickson	1001 E. Hillsdale Blvd., Suite 800 Foster City CA 94404	Vp, Product Development	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2013-09-13	20,000	$3.73	23,512	No	4	M	Direct
Common Stock	Disposition	2013-09-13	20,000	$46.75	3,512	No	4	S	Direct
Common Stock	Acquisiton	2013-09-15	3,750	$0.00	7,262	No	4	M	Direct
Common Stock	Disposition	2013-09-15	1,409	$46.77	5,853	No	4	F	Direct
Common Stock	Acquisiton	2013-09-15	1,875	$0.00	7,728	No	4	M	Direct
Common Stock	Disposition	2013-09-15	704	$46.77	7,024	No	4	F	Direct
Common Stock	Acquisiton	2013-09-15	4,000	$0.00	11,024	No	4	M	Direct
Common Stock	Disposition	2013-09-15	1,503	$46.77	9,521	No	4	F	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	S	Direct
No	4	M	Direct
No	4	F	Direct
No	4	M	Direct
No	4	F	Direct
No	4	M	Direct
No	4	F	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Incentive Stock Option (right to buy)	Disposition	2013-09-13	20,000	$0.00	20,000	$3.73
Common Stock	Incentive Stock Option (right to buy)	Acquisiton	2013-09-13	1,875	$0.00	1,875	$46.77
Common Stock	Non-Qualified Stock Option (right to buy)	Acquisiton	2013-09-13	8,125	$0.00	8,125	$46.77
Common Stock	Restricted Stock Unit	Disposition	2013-09-15	3,750	$0.00	3,750	$0.00
Common Stock	Restricted Stock Unit	Disposition	2013-09-15	1,875	$0.00	1,875	$0.00
Common Stock	Restricted Stock Unit	Disposition	2013-09-15	4,000	$0.00	4,000	$0.00
Common Stock	Restricted Stock Unit	Acquisiton	2013-09-13	10,000	$0.00	10,000	$0.00
Common Stock	Restricted Stock Unit	Acquisiton	2013-09-13	10,000	$0.00	10,000	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
14,056	2018-12-02	No	4	M	Direct
1,875	2023-09-13	No	4	A	Direct
8,125	2023-09-13	No	4	A	Direct
18,750	2020-12-07	No	4	M	Direct
15,000	2021-07-20	No	4	M	Direct
12,000	2022-09-05	No	4	M	Direct
10,000	2023-09-13	No	4	A	Direct
20,000	2023-09-13	No	4	A	Direct

Footnotes

Automatic stock option exercise and same-day sale pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 15, 2012.
The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $46.30 to $47.05 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.
Shares withheld by Issuer to cover taxes associated with settlement of Restricted Stock Units.
Fully-vested and exercisable.
When both ISO and NQ Stock Options granted on September 13, 2013 are combined, they vest over four years of continuous service as follows: 1/48th of the underlying shares vest monthly following the vesting commencement date of September 13, 2013.
The vesting of these Restricted Stock Units is subject to the satisfaction of both a liquidity event-based condition and time-based vesting. The liquidity event-based condition was satisfied on July 22, 2012 and the time-based vesting occurs quarterly over four years from December 15, 2010, subject to the Reporting Person's continued service to the Issuer through each such vesting date.
The vesting of these Restricted Stock Units is subject to the satisfaction of both a liquidity event-based condition and time-based vesting. The liquidity event-based condition was satisfied on July 22, 2012 and the time-based vesting occurs quarterly over four years from September 15, 2011, subject to the Reporting Person's continued service to the Issuer through each such vesting date.
1/4th of the total grant of these Restricted Stock Units vested on September 15, 2013, as both the performance-based condition and the time-based criteria were met on that date. The performance-based condition was contingent on meeting certain financial targets for the Issuer's fiscal year 2013, which the Issuer's Board of Directors has deemed to be satisfied. With the performance-based condition satisfied, the remaining units will vest on the following time-based criteria: 1/16th of the units vest quarterly starting on December 15, 2013, subject to the Reporting Person's continued service to the Issuer through each such vesting date, until all the units have vested.
The Restricted Stock Units vest as follows: 1/16th of the units vest quarterly following the vesting commencement date of September 15, 2013, subject to the Reporting Person's continued service to the Issuer through each such vesting date.
The vesting of these Restricted Stock Units is subject to the satisfaction of both performance-based conditions and time-based criteria. The performance-based conditions will be satisfied if certain financial targets, determined by the Issuer, are met over the course of the Issuer's 2014 fiscal year. If the performance-based conditions for fiscal year 2014 are not met, then none of the shares will vest. If the performance-based conditions for fiscal year 2014 are achieved, as determined by the Issuer, then units will vest as the time-based criteria are satisfied. The time-based vesting criteria are as follows: 1/4th of the units vest on the one year anniversary of the vesting commencement date of September 15, 2013 and an additional 1/16th of the units will vest quarterly thereafter, subject to (1) the previously mentioned fiscal year 2014 performance-based conditions being met, and (2) the Reporting Person's continued service to the Issuer through each such vesting date.