Sec Form 4 Filing - DEMPSEY NEAL @ Guidewire Software, Inc. - 2013-02-27

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 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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1. Name and Address of Reporting Person DEMPSEY NEAL 2. Issuer Name and Ticker or Trading Symbol Guidewire Software, Inc. [ GWRE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2180 SAND HILL ROAD, SUITE 345 3. Date of Earliest Transaction (MM/DD/YY) 02/27/2013 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/27/2013 S( 8 ) 57,125 D $ 35.4982 ( 4 ) 2,820,023 I ( 1 ) See footnote 1 Common Stock 02/27/2013 S( 8 ) 260,625 D $ 36.5301 ( 5 ) 2,559,398 I ( 1 ) See footnote 1 Common Stock 02/27/2013 S( 8 ) 222,627 D $ 37.4805 ( 6 ) 2,336,771 I ( 1 ) See footnote 1 Common Stock 02/27/2013 S( 8 ) 21,307 D $ 38.1761 ( 7 ) 2,315,464 I ( 1 ) See footnote 1 Common Stock 02/28/2013 S( 8 ) 91,433 D $ 36.1205 ( 9 ) 2,224,031 I ( 1 ) See footnote 1 Common Stock 02/28/2013 S( 8 ) 29,772 D $ 36.6077 ( 10 ) 2,194,259 I ( 1 ) See footnote 1 Common Stock 02/27/2013 S( 8 ) 3,165 D $ 35.4982 ( 4 ) 155,974 I ( 2 ) See footnote 2 Common Stock 02/27/2013 S( 8 ) 14,441 D $ 36.5301 ( 5 ) 141,533 I ( 2 ) See footnote 2 Common Stock 02/27/2013 S( 8 ) 12,336 D $ 37.4805 ( 6 ) 129,197 I ( 2 ) See footnote 2 Common Stock 02/27/2013 S( 8 ) 1,181 D $ 38.1761 ( 7 ) 128,016 I ( 2 ) See footnote 2 Common Stock 02/28/2013 S( 8 ) 5,066 D $ 36.1205 ( 9 ) 122,950 I ( 2 ) See footnote 2 Common Stock 02/28/2013 S( 8 ) 1,650 D $ 36.6077 ( 10 ) 121,300 I ( 2 ) See footnote 2 Common Stock 146,409 D ( 3 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DEMPSEY NEAL 2180 SAND HILL ROAD, SUITE 345 MENLO PARK, CA94025 X Signatures /s/ Neal Dempsey 02/28/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares are held directly by Bay Partners X LP ("Bay X"). Bay Management Co X LLC ("Bay Management X"), the general partner of Bay X, and Neal Dempsey and Stuart G. Phillips, the managing members of the Bay Management X, may be deemed to share voting and dispositive power over the shares held by Bay X. Such persons and entities disclaim beneficial ownership of shares held by Bay X except to the extent of any pecuniary interest therein. ( 2 )Shares are held directly by Bay Partners X Entrepreneurs Fund LP ("Bay X Entrepreneurs"). Bay Management X, the general partner of Bay X Entrepreneurs, and Neal Dempsey and Stuart G. Phillips, the managing members of the Bay Management X, may be deemed to share voting and dispositive power over the shares held by Bay X Entrepreneurs. Such persons and entities disclaim beneficial ownership of shares held by Bay X Entrepreneurs except to the extent of any pecuniary interest therein. ( 3 )Shares received and held directly by Neal Dempsey as part of a pro rata distribution, not for additional consideration, by Bay Management Co X LLC to its members. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.00 to $35.99 inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 5 to this Form 4. ( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.00 to $36.99 inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 6 to this Form 4. ( 6 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.00 to $38.00 inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 7 to this Form 4. ( 7 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.00 to $38.42 inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 8 to this Form 4. ( 8 )Sold pursuant to a Rule 10b5-1 Sales Plan adopted by Bay Partners X LP and Bay Partners X Entrepreneurs Fund LP with respect to the Common Stock of the Issuer. ( 9 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.46 to $36.45 inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 9 to this Form 4. ( 10 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.46 to $36.71 inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 10 to this Form 4.

Remarks: Neal Dempsey is a director of the issuer and a managing member of Bay Management Co. X LLC, which serves as the general partner to Bay Partners X LP and Bay Partners X Entrepreneurs Fund LP. Mr. Dempsey disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of his pecuniary interest in such securities) other than any securities reported herein as being directly owned by him, and this report shall not be deemed an admission that he is the beneficial owner of any securities for purposes of Section 16 or for any other purpose.

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).

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