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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^*

Sherry Steven P.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2018

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	03/15/2018		M		4,783	A	$0.0	4,783	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)
Performance Shares	$0.0	03/15/2018		M			212	⁽¹⁾	09/04/2024	Common Stock	212	$0.0	423	D
Performance Shares	$0.0	03/15/2018		M			657	⁽²⁾	09/03/2025	Common Stock	657	$0.0	3,939	D
Performance Shares	$0.0	03/15/2018		M			250	⁽³⁾	09/13/2026	Common Stock	250	$0.0	5,001⁽⁴⁾	D
Restricted Stock Unit	$0.0	03/15/2018		M			500	⁽⁵⁾	03/10/2024	Common Stock	500	$0.0	0	D
Restricted Stock Unit	$0.0	03/15/2018		M			313	⁽¹⁾	09/04/2024	Common Stock	313	$0.0	625	D
Restricted Stock Unit	$0.0	03/15/2018		M			438	⁽²⁾	09/03/2025	Common Stock	438	$0.0	2,625	D
Restricted Stock Unit	$0.0	03/15/2018		M			1,563	⁽⁶⁾	03/02/2026	Common Stock	1,563	$0.0	12,500	D
Restricted Stock Unit	$0.0	03/15/2018		M			406	⁽³⁾	09/13/2026	Common Stock	406	$0.0	4,063	D
Restricted Stock Unit	$0.0	03/15/2018		M			444	⁽⁷⁾	09/12/2027	Common Stock	444	$0.0	6,213	D

Explanation of Responses:

1. The grant consists of two separate issuances of Restricted Stock Units. One issuance consists of 5,000 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 3,384 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.

2. The grant consists of two separate issuances of Restricted Stock Units. One issuance consists of 7,000 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 10,503 units, for which vesting was subject to the satisfaction of both performance-based conditions and time-based criteria. The performance-based conditions were previously deemed by the Issuer's Board of Directors to have been met and exceeded, and the time-based vesting criteria are as follows: 1/4th of the units vested 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.

3. The grant consists of three separate issuances of Restricted Stock Units, each with vesting subject to the Reporting Person's continued service to the Issuer. The first is 6,500 units vesting as follows: 1/16th of the units vest quarterly commencing December 15, 2016. The second is 4,001 units, for which vesting was subject to the satisfaction of both performance-based conditions and time-based criteria. The performance-based conditions were deemed met and exceeded by the Issuer's Board of Directors, and the time-based vesting criteria are as follows: 1/4th of the units vested on September 15, 2017 and an additional 1/16th of the units will vest quarterly thereafter. The third consists of units for which vesting will be determined based on the Issuer's total shareholder return percentile ranking relative to a set peer group, over a three year period ending on July 31, 2019.

4. The number of shares reported in Column 9 of Table II represents the 2016 Performance Stock Unit ("PSU") and the Total Shareholder Return grants less the number of PSU shares vested as of this Transaction Date.

5. The Restricted Stock Units vest as follows: 1/16th of the units vest quarterly commencing June 15, 2014 subject to the Reporting Person's continued service to the Issuer through each such vesting date.

6. The Restricted Stock Units vest as follows: 1/16th of the units vest quarterly commencing June 15, 2016 subject to the Reporting Person's continued service to the Issuer through each such vesting date.

7. The Restricted Stock Units vest as follows: 1/16th of the units vest quarterly commencing December 15, 2017, subject to the Reporting Person's continued service to the Issuer through each such vesting date.

	By: Winston King Attorney in Fact For: Steven P. Sherry	03/15/2018
	** 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.

Exhibit 24
LIMITED POWER OF ATTORNEY

The undersigned hereby constitutes and appoints each of Winston King,
Richard Hart, An-Yen Hu, and Richard Kline, signing singly, and with
full power of substitution, the undersigned's true and lawful
attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's
 capacity as an officer and/or director of Guidewire Software,
Inc. (the "Company"),
 from time to time the following U.S. Securities and Exchange Commission
("SEC") forms:
(i)Form ID, including any attached documents, to effect the assignment of
 codes to the undersigned to be used in the transmission of information
 to the SEC using the EDGAR System;
(ii) Form 3, Initial Statement of Beneficial Ownership of Securities,
 including any attached documents;
(iii) Form 4, Statement of Changes in Beneficial Ownership of Securities,
 including any attached documents;
(iv) Form 5, Annual Statement of Beneficial Ownership of Securities in
 accordance with Section 16(a) of the Securities Exchange Act of 1934, as
 amended, and the rules thereunder, including any attached documents;
(v) Schedule 13D and
(vi) amendments of each thereof, in accordance with the Securities
Exchange Act of 1934, as amended, and the rules thereunder, including any
attached documents;
(2) do and perform any and all acts for and on behalf of the undersigned
 which may be necessary or desirable to complete and execute any such
 Form 3, 4 or 5, Schedule 13D or any amendment(s) thereto, and timely
file such form(s) with the SEC and any securities exchange, national
 association or similar authority; and
(3) take any other action of any type whatsoever in connection with the
 foregoing which, in the opinion of such attorney-in-fact, may be of
 benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-
fact's discretion. The undersigned hereby grants to each such attorney-
in-fact, acting singly, full power and authority to do and perform any
and every act and thing whatsoever requisite, necessary or proper to be
done in the exercise of any of the rights and powers herein granted, as
fully to all intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers
herein granted.  The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 or Regulation
13D-G of the Securities Exchange Act of 1934, as amended.  The
undersigned hereby agrees to indemnify the attorney in fact and the
Company from and against any demand, damage, loss, cost or expense
arising from any false or misleading information provided by the
undersigned to the attorney-in fact. This Power of Attorney shall remain
in full force and effect until the undersigned is no longer required to
file such forms with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier revoked
by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of October 30, 2017.
/s/ Steven Sherry