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

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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^*

DEMPSEY NEAL

(Last)

(First)

(Middle)

490 S. CALIFORNIA, SUITE 200

(Street)

PALO ALTO

94306

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2012

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	01/30/2012		C		511,956	A	⁽¹⁾	526,639	I	Directly owned by Bay Partners X Entrepreneurs Fund, L.P.⁽²⁾
Common Stock	01/30/2012		C		9,244,665	A	⁽¹⁾	9,509,648	I	Directly owned by Bay Partners X, L.P.⁽³⁾

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)
Series A Convertible Preferred Stock	⁽⁴⁾	01/30/2012		C			313,281	⁽¹⁾	⁽⁵⁾	Common Stock	313,281	⁽¹⁾	0	I	Directly owned by Bay Partners X Entrepreneurs Fund, L.P.⁽²⁾
Series B Convertible Preferred Stock	⁽⁴⁾	01/30/2012		C			151,443	⁽¹⁾	⁽⁵⁾	Common Stock	151,443	⁽¹⁾	0	I	Directly owned by Bay Partners X Entrepreneurs Fund, L.P.⁽²⁾
Series C Convertible Preferred Stock	⁽⁴⁾	01/30/2012		C			47,232	⁽¹⁾	⁽⁵⁾	Common Stock	47,232	⁽¹⁾	0	I	Directly owned by Bay Partners X Entrepreneurs Fund, L.P.⁽²⁾
Series A Convertible Preferred Stock	⁽⁴⁾	01/30/2012		C			5,659,063	⁽¹⁾	⁽⁵⁾	Common Stock	5,659,063	⁽¹⁾	0	I	Directly owned by Bay Partners X, L.P.⁽³⁾
Series B Convertible Preferred Stock	⁽⁴⁾	01/30/2012		C			2,733,173	⁽¹⁾	⁽⁵⁾	Common Stock	2,733,173	⁽¹⁾	0	I	Directly owned by Bay Partners X, L.P.⁽³⁾
Series C Convertible Preferred Stock	⁽⁴⁾	01/30/2012		C			852,429	⁽¹⁾	⁽⁵⁾	Common Stock	852,429	⁽¹⁾	0	I	Directly owned by Bay Partners X, L.P.⁽³⁾

Explanation of Responses:

1. The Series A, Series B, and Series C Convertible Preferred Stock is convertible into Common Stock on a one-for-one basis at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering, and have no expiration date.

2. The securities are held directly by Bay Partners X Entrepreneurs Fund, L.P. Bay Management Company X, LLC is the General Partner of Bay Partners X Entrepreneurs Fund, L.P. Neal Dempsey and Mr. Stuart G Phillips are managing members of Bay Management Company X, LLC and share voting and dispositive power over the shares held of record by Bay Partners X Entrepreneurs Fund, L.P. Mr. Dempsey, a director of the Issuer, disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

3. The securities are held directly by Bay Partners X, L. P. Bay Management Company X, LLC is the General Partner of Bay Partners X, L.P. Neal Dempsey and Mr. Stuart G Phillips are managing members of Bay Management Company X, LLC and share voting and dispositive power over the shares held of record by Bay Partners X, L.P. Mr. Dempsey, a director of the Issuer, disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

4. Not applicable.

5. The expiration date is not relevant to the conversion of these securities.

	/s/ Bob Donohue, attorney in fact to Reporting Person	01/30/2012
	** 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).
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