Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Hung Priscilla
2. Date of Event Requiring Statement (Month/Day/Year)
09/05/2012
3. Issuer Name and Ticker or Trading Symbol
Guidewire Software, Inc. [GWRE]
(Last)
(First)
(Middle)
GUIDEWIRE SOFTWARE, INC., 1001 E. HILLSDALE BLVD.
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

FOSTER CITY, CA 94404
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 22,764
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   (1) 08/15/2017 Common Stock 47,800 $ 2.74 D  
Stock Option (right to buy)   (2) 12/02/2018 Common Stock 40,000 $ 3.73 D  
Stock Option (right to buy)   (3) 04/07/2020 Common Stock 25,000 $ 4.5 D  
Stock Option (right to buy)   (4) 07/20/2021 Common Stock 30,000 $ 7.5 D  
Restricted Stock Units   (5) 12/07/2020 Common Stock 37,500 $ 0 D  
Restricted Stock Units   (6) 03/08/2021 Common Stock 17,188 $ 0 D  
Restricted Stock Units   (7) 07/20/2021 Common Stock 24,375 $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hung Priscilla
GUIDEWIRE SOFTWARE, INC.
1001 E. HILLSDALE BLVD.
FOSTER CITY, CA 94404
      See Remarks  

Signatures

/s/ Richard Kline, Attorney in Fact for Priscilla Hung 09/06/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) This stock option is fully vested and exercisable.
(2) This stock option vests and becomes exercisable with respect to 1/48th of the shares each month after the vesting commencement date of December 2, 2008.
(3) This stock option vests and becomes exercisable with respect to 1/48th of the shares each month after the vesting commencement date of April 8, 2010.
(4) This stock option vests and becomes exercisable with respect to 1/48th of the shares each month after the vesting commencement date of July 21, 2011.
(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 March 15, 2011, subject to the Reporting Person's continued service to the Issuer through each such vesting date.
(7) 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.
 
Remarks:
SVP, Operations and Corporate Development

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