SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Roza Scott

(Last) (First) (Middle)
1001 E. HILLSDALE BLVD., SUITE 800

(Street)
FOSTER CITY CA 94404

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Guidewire Software, Inc. [ GWRE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Customer Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/15/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 12/15/2015 M 2,344 A $0.0 3,144 D
Common Stock 12/15/2015 M 281 A $0.0 3,425 D
Common Stock 12/15/2015 M 190 A $0.0 3,615 D
Common Stock 12/15/2015 M 625 A $0.0 4,240 D
Common Stock 12/15/2015 F(1) 1,013 D $58.32 3,227 D
Common Stock 12/15/2015 M 782 A $45.8 4,009 D
Common Stock 12/15/2015 S(2) 577 D $58.7529(3) 3,432 D
Common Stock 12/15/2015 S(2) 205 D $59.1893(4) 3,227 D
Common Stock 500 I by Spouse
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Incentive Stock Option (right to buy) $45.8 12/15/2015 M 182 (5) 12/05/2023 Common Stock 182 $0.0 4,366 D
Non-Qualified Stock Option (right to buy) $45.8 12/15/2015 M 600 (5) 12/05/2023 Common Stock 600 $0.0 13,603 D
Restricted Stock Unit $0.0 12/15/2015 M 2,344 (6) 12/05/2023 Common Stock 2,344 $0.0 18,750 D
Restricted Stock Unit $0.0 12/15/2015 M 281 (7) 09/04/2024 Common Stock 281 $0.0 5,377 D
Restricted Stock Unit $0.0 12/15/2015 M 190 (7) 09/04/2024 Common Stock 190 $0.0 5,187 D
Restricted Stock Unit $0.0 12/15/2015 M 625 (8) 09/03/2025 Common Stock 625 $0.0 19,375 D
Explanation of Responses:
1. Shares withheld by Issuer to cover taxes associated with settlement of Restricted Stock Units.
2. Automatic option exercise and sale pursuant to a 10b5-1 trading plan adopted by the Reporting Person on October 10, 2014 and amended April 10, 2015.
3. The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $58.10 to $59.06 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.
4. The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $59.12 to $59.26 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.
5. When both ISO and NQ Stock Options granted on December 5, 2013 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 November 15, 2013 and an additional 1/48th of the underlying shares vest monthly thereafter.
6. The Restricted Stock Units vest as follows: 1/4th of the units vest on the one year anniversary of the vesting commencement date of December 15, 2013 and an additional 1/16th of the units vest quarterly thereafter, subject to the Reporting Person's continued service to the Issuer through each such vesting date.
7. The grant consists of two separate issuances of Restricted Stock Units. One issuance consists of 4,500 units which vest as follows: 1/16th of the units vest quarterly following the vesting commencement date of September 15, 2014 (the "VCD"), subject to the Reporting Person's continued service to the Issuer. The second issuance consists of 3,045 units, for which vesting was subject to the satisfaction of both performance-based conditions and time-based criteria. Attainment regarding the performance-based conditions was determined by the Issuer's Board of Directors based on the Issuer's results for FYE July 31, 2015 and the time-based vesting criteria are as follows: 1/4th of the units vested on September 15, 2015, the one year anniversary of the VCD, and an additional 1/16th of the units will vest quarterly thereafter, subject to the Reporting Person's continued service to the Issuer.
8. The grant consists of two separate issuances of Restricted Stock Units. One issuance consists of 10,000 units which vest as follows: 1/16th of the units vest quarterly commencing December 15, 2015, subject to the Reporting Person's continued service to the Issuer. The second issuance consists of 10,000 units, for which vesting 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 for FY2016, determined by the Issuer, are met. The time-based criteria are as follows: 1/4th of the units vest on the one year anniversary of the vesting commencement date of September 15, 2015 and an additional 1/16th of the units will vest quarterly thereafter, subject to the Reporting Person's continued service to the Issuer. Both performance-based conditions and time-based criteria must be met for vesting to occur.
By: Winston King Attorney in Fact For: Scott A. Roza 12/16/2015
** 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 Number.