SEC FORM 4

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^*

Ryu Marcus

(Last)

(First)

(Middle)

1001 E. HILLSDALE BLVD., SUITE 800

(Street)

FOSTER CITY

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
10/07/2015

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/07/2015		M		5,000	A	$32.25	13,844	D
Common Stock	10/07/2015		S⁽¹⁾		4,651	D	$53.3228⁽²⁾	9,193	D
Common Stock	10/07/2015		S⁽¹⁾		349	D	$54.147⁽³⁾	8,844	D
Common Stock	10/07/2015		M		10,000	A	$8.65	18,844	D
Common Stock	10/07/2015		S⁽¹⁾		9,100	D	$53.3211⁽⁴⁾	9,744	D
Common Stock	10/07/2015		S⁽¹⁾		900	D	$54.0622⁽⁵⁾	8,844	D
Common Stock	10/07/2015		M		276	A	$8.65	9,120	D
Common Stock	10/07/2015		M		3,949	A	$32.25	13,069	D
Common Stock	10/07/2015		M		775	A	$32.25	13,844	D
Common Stock	10/07/2015		S⁽¹⁾		4,700	D	$53.3419⁽²⁾	9,144	D
Common Stock	10/07/2015		S⁽¹⁾		300	D	$54.14⁽³⁾	8,844	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Incentive Stock Option (right to buy)	$32.25	10/07/2015		M			775	⁽⁶⁾	09/05/2022	Common Stock	775	$0.0	4,650	D
Non-Qualified Stock Option (right to buy)	$8.65	10/07/2015		M			10,000	⁽⁷⁾	09/14/2021	Common Stock	10,000	$0.0	128,462	D
Non-Qualified Stock Option (right to buy)	$8.65	10/07/2015		M			276	⁽⁷⁾	09/14/2021	Common Stock	276	$0.0	128,186	D
Non-Qualified Stock Option (right to buy)	$32.25	10/07/2015		M			5,000	⁽⁶⁾	09/05/2022	Common Stock	5,000	$0.0	28,363	D
Non-Qualified Stock Option (right to buy)	$32.25	10/07/2015		M			3,949	⁽⁶⁾	09/05/2022	Common Stock	3,949	$0.0	24,414	D

Explanation of Responses:

1. Automatic stock option exercise and same-day sale pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 14, 2015.

2. The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $52.97 to $53.90 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.

3. The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $54.04 to $54.19 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 $52.97 to $53.86 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. The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $53.98 to $54.18 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.

6. When both ISO and NQ Stock Options granted on September 5, 2012 are combined, they vest over four years as follows: 1/48 of the underlying shares vest monthly following the vesting commencement date of September 5, 2012, subject to the Reporting Person's continuous service.

7. This Stock Option vests as follows: 50% of the shares vest on September 14, 2013 and the remaining 50% vests monthly over the next two years, as long as the Reporting Person provides continuous service as the Issuer's chief executive officer.

	By: Winston King Attorney in Fact For: Marcus Ryu	10/08/2015
	** 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.