0001181431-13-014509.txt : 20130305 0001181431-13-014509.hdr.sgml : 20130305 20130305170240 ACCESSION NUMBER: 0001181431-13-014509 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130301 FILED AS OF DATE: 20130305 DATE AS OF CHANGE: 20130305 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DEMPSEY NEAL CENTRAL INDEX KEY: 0001015934 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35394 FILM NUMBER: 13666621 MAIL ADDRESS: STREET 1: 10600 N DE ANZA BLVD STREET 2: SUITE 100 CITY: CUPERTINO STATE: CA ZIP: 95054 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Guidewire Software, Inc. CENTRAL INDEX KEY: 0001528396 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 364468504 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 BUSINESS ADDRESS: STREET 1: 1001 E. HILLSDALE BOULEVARD CITY: FOSTER CITY STATE: CA ZIP: 94404 BUSINESS PHONE: 650-357-9100 MAIL ADDRESS: STREET 1: 1001 E. HILLSDALE BOULEVARD CITY: FOSTER CITY STATE: CA ZIP: 94404 4 1 rrd372559.xml PARTNERSHIP SALE OF SECURITIES X0306 4 2013-03-01 0 0001528396 Guidewire Software, Inc. GWRE 0001015934 DEMPSEY NEAL 2180 SAND HILL ROAD, SUITE 345 MENLO PARK CA 94025 1 0 0 0 Common Stock 2013-03-01 4 S 0 110415 36.1226 D 2083844 I See footnote 1 Common Stock 2013-03-04 4 S 0 139068 36.0323 D 1944776 I See footnote 1 Common Stock 2013-03-04 4 S 0 15128 36.4514 D 1929648 I See footnote 1 Common Stock 2013-03-01 4 S 0 6118 36.1226 D 115182 I See footnote 2 Common Stock 2013-03-04 4 S 0 7705 36.0323 D 107477 I See footnote 2 Common Stock 2013-03-04 4 S 0 838 36.4514 D 106639 I See footnote 2 Common Stock 146409 D Shares are held directly by Bay Partners X LP ("Bay X"). Bay Management Co X LLC ("Bay Management X"), the general partner of Bay X, and Neal Dempsey and Stuart G. Phillips, the managing members of the Bay Management X, may be deemed to share voting and dispositive power over the shares held by Bay X. Such persons and entities disclaim beneficial ownership of shares held by Bay X except to the extent of any pecuniary interest therein. Shares are held directly by Bay Partners X Entrepreneurs Fund LP ("Bay X Entrepreneurs"). Bay Management X, the general partner of Bay X Entrepreneurs, and Neal Dempsey and Stuart G. Phillips, the managing members of the Bay Management X, may be deemed to share voting and dispositive power over the shares held by Bay X Entrepreneurs. Such persons and entities disclaim beneficial ownership of shares held by Bay X Entrepreneurs except to the extent of any pecuniary interest therein. Shares received and held directly by Neal Dempsey as part of a pro rata distribution, not for additional consideration, by Bay Management Co X LLC to its members. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.68 to $36.66 inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 4 to this Form 4. Sold pursuant to a Rule 10b5-1 Sales Plan adopted by Bay Partners X LP and Bay Partners X Entrepreneurs Fund LP with respect to the Common Stock of the Issuer. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.40 to $36.39 inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 6 to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.40 to $36.65 inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 7 to this Form 4. Neal Dempsey is a director of the issuer and a managing member of Bay Management Co. X LLC, which serves as the general partner to Bay Partners X LP and Bay Partners X Entrepreneurs Fund LP. Mr. Dempsey disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of his pecuniary interest in such securities) other than any securities reported herein as being directly owned by him, and this report shall not be deemed an admission that he is the beneficial owner of any securities for purposes of Section 16 or for any other purpose. /s/ Neal Dempsey 2013-03-04