Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Naddaff Alexander C
  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)
VP, Professional Services
(Last)
(First)
(Middle)
GUIDEWIRE SOFTWARE, INC., 1001 E. HILLSDALE BLVD.
3. Date of Earliest Transaction (Month/Day/Year)
07/22/2012
(Street)

FOSTER CITY, CA 94404
4. If Amendment, Date Original Filed(Month/Day/Year)
07/24/2012
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 07/22/2012   M   45,000 A $ 0 85,250 D  
Common Stock 07/22/2012   F(1)   15,704 D $ 27.68 69,546 D  
Common Stock 07/23/2012   M(2)   30,000 A $ 0.16 99,546 D  
Common Stock 07/23/2012   M(2)   20,000 A $ 0.5 119,546 D  
Common Stock 07/23/2012   S(3)   90,250 D $ 25.5109 (4) 29,296 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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
Restricted Stock Units $ 0 07/22/2012   M     35,625   (5) 12/07/2020 Common Stock 35,625 $ 0 59,375 D  
Restricted Stock Units $ 0 07/22/2012   M     9,375   (6) 07/20/2021 Common Stock 9,375 $ 0 40,625 D  
Stock Option (Right to Buy) $ 0.16 07/23/2012   M(2)     30,000   (7) 12/08/2014 Common Stock 30,000 $ 0 0 D  
Stock Option (Right to Buy) $ 0.5 07/23/2012   M(2)     20,000   (7) 01/04/2016 Common Stock 20,000 $ 0 80,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Naddaff Alexander C
GUIDEWIRE SOFTWARE, INC.
1001 E. HILLSDALE BLVD.
FOSTER CITY, CA 94404
      VP, Professional Services  

Signatures

 /s/ Richard Kline, Attorney in Fact for Alexander C. Naddaff   08/21/2012
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Shares withheld by Issuer to cover taxes associated with settlement of Restricted Stock Units.
(2) Automatic stock option exercise pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 7, 2012.
(3) Automatic sale pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 7, 2012.
(4) The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $25.13 to $26.055 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 vesting of these Restricted Stock Units is subject to the satisfaction of both a liquidity event-based condition and time-based vesting. The liquidity event-based condition was satisfied on July 22, 2012 and the time-based vesting occurs quarterly over four years from December 15, 2010, subject to the Reporting Person's continued service to the Issuer through each such vesting date.
(6) The vesting of these Restricted Stock Units is subject to the satisfaction of both a liquidity event-based condition and time-based vesting. The liquidity event-based condition was satisfied on July 22, 2012 and the time-based vesting occurs quarterly over four years from September 15, 2011, subject to the Reporting Person's continued service to the Issuer through each such vesting date.
(7) This stock option is fully vested and exercisable.

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