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* BAY PARTNERS X LP (Last) (First) (Middle) 490 S. CALIFORNIA, SUITE 200 (Street) PALO ALTO CA 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) 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) Form filed by One Reporting Person X 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	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	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
Series A Convertible Preferred Stock	(3)	01/30/2012		C			313,281	(1)	(4)	Common Stock	313,281	(1)	0	I	Directly owned by Bay Partners X Entrepreneurs Fund, L.P.(2)
Series B Convertible Preferred Stock	(3)	01/30/2012		C			151,443	(1)	(4)	Common Stock	151,443	(1)	0	I	Directly owned by Bay Partners X Entrepreneurs Fund, L.P.(2)
Series C Convertible Preferred Stock	(3)	01/30/2012		C			47,232	(1)	(4)	Common Stock	47,232	(1)	0	I	Directly owned by Bay Partners X Entrepreneurs Fund, L.P.(2)
Series A Convertible Preferred Stock	(3)	01/30/2012		C			5,659,063	(1)	(4)	Common Stock	5,659,063	(1)	0	D
Series B Convertible Preferred Stock	(3)	01/30/2012		C			2,733,173	(1)	(4)	Common Stock	2,733,173	(1)	0	D
Series C Convertible Preferred Stock	(3)	01/30/2012		C			852,429	(1)	(4)	Common Stock	852,429	(1)	0	D

1. Name and Address of Reporting Person* BAY PARTNERS X LP (Last) (First) (Middle) 490 S. CALIFORNIA, SUITE 200 (Street) PALO ALTO CA 94306 (City) (State) (Zip)

1. Name and Address of Reporting Person* Bay Management Co X, LLC (Last) (First) (Middle) BAY PARTNERS 490 S CALIFORNIA AVENUE, SUITE 200 (Street) PALO ALTO CA 94306 (City) (State) (Zip)

1. Name and Address of Reporting Person* PHILLIPS STUART G (Last) (First) (Middle) C/O BAY PARTNERS 490 S CALIFORNIA AVENUE, SUITE 200 (Street) PALO ALTO CA 94306 (City) (State) (Zip)

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, and Mr. Phillips, each disclaim beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

3. Not applicable.

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

	/s/ Stuart Phillips, Managing Member 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).
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.