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* Cooper Jeffrey Elliott (Last) (First) (Middle) 2850 SOUTH DELAWARE ST., SUITE 400 (Street) SAN MATEO CA 94403 (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 Financial Officer
	3. Date of Earliest Transaction (Month/Day/Year) 06/15/2021
	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	06/15/2021		M		3,233	A	$0.00	5,993	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Shares	$0.00	06/15/2021		M			63	(1)	09/12/2028	Common Stock	63	$0.00	917(2)	D
Restricted Stock Unit	$0.00	06/15/2021		M			688	(3)	12/05/2027	Common Stock	688	$0.00	1,375	D
Restricted Stock Unit	$0.00	06/15/2021		M			94	(1)	09/12/2028	Common Stock	94	$0.00	469	D
Restricted Stock Unit	$0.00	06/15/2021		M			130	(4)	06/12/2029	Common Stock	130	$0.00	1,042	D
Restricted Stock Unit	$0.00	06/15/2021		M			141	(5)	09/06/2029	Common Stock	141	$0.00	1,272	D
Restricted Stock Unit	$0.00	06/15/2021		M			1,805	(6)	06/09/2030	Common Stock	1,805	$0.00	21,654	D
Restricted Stock Unit	$0.00	06/15/2021		M			312	(7)	09/09/2030	Common Stock	312	$0.00	4,063	D

Explanation of Responses:

1. The grant consists of three separate issuance of Restricted Stock Units, each with vesting subject to the Reporting Person's continued service to the Issuer. The first is 1,500 units vesting as follows: 1/16th of the units vest quarterly commencing December 15, 2018. The second is 1,012 units, for which vesting was subject to the satisfaction of both performance-based conditions and timebased 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, 2019 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, 2021.

2. The number of shares reported in Column 9 of Table II represents the 2018 Performance Stock Unit ("PSU) and the Total Shareholder Return ("TSR") grants less the number of PSU shares vested as of this Transaction Date.

3. The Restricted Stock Units vest as follows: 1/4 of the units vested on December 15, 2018 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.

4. The Restricted Stock Units vests as follows: 1/16th of the units vest quarterly commencing September 15, 2019, subject to the Reporting Person's continued service to the Issuer.

5. The Restricted Stock Units vests as follows: 1/16th of the units vest quarterly commencing December 15, 2019, subject to the Reporting Person's continued service to the Issuer.

6. The Restricted Stock Units vests as follows: 1/16th of the units vest quarterly commencing September 15, 2020, subject to the Reporting Person's continued service to the Issuer.

7. The Restricted Stock Units vests as follows: 1/16th of the units vest quarterly commencing December 15, 2020, subject to the Reporting Person's continued service to the Issuer.

Remarks:

	By: Winston King, Attorney-in-Fact for Jeffrey Elliott Cooper	06/17/2021
	** 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).
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