Sec Form 4 Filing - Sherry Steven P. @ Guidewire Software, Inc. - 2020-06-15

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 Sherry Steven P. 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 Sales Officer (Last) (First) (Middle) 2850 SOUTH DELAWARE ST., SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 06/15/2020 (Street) SAN MATEO, CA94403 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 06/15/2020 M 4,468 A $ 0 4,468 D Common Stock 06/16/2020 S( 1 ) 1,427 D $ 106.4388 3,041 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 (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 Performance Shares $ 0 06/15/2020 M 250 ( 2 ) 09/13/2026 Common Stock 250 $ 0 285 D Performance Shares $ 0 06/15/2020 M 291 ( 3 ) 09/12/2027 Common Stock 291 $ 0 3,906 ( 4 ) D Performance Shares $ 0 06/15/2020 M 359 ( 5 ) 09/12/2028 Common Stock 359 $ 0 5,990 ( 6 ) D Restricted Stock Unit $ 0 06/15/2020 M 406 ( 2 ) 09/13/2026 Common Stock 406 $ 0 407 D Restricted Stock Unit $ 0 06/15/2020 M 444 ( 3 ) 09/12/2027 Common Stock 444 $ 0 2,219 D Restricted Stock Unit $ 0 06/15/2020 M 531 ( 5 ) 09/12/2028 Common Stock 531 $ 0 4,782 D Restricted Stock Unit $ 0 06/15/2020 M 312 ( 7 ) 03/07/2029 Common Stock 312 $ 0 3,438 D Restricted Stock Unit $ 0 06/15/2020 M 1,250 ( 8 ) 06/12/2029 Common Stock 1,250 $ 0 5,000 D Restricted Stock Unit $ 0 06/15/2020 M 625 ( 9 ) 09/06/2029 Common Stock 625 $ 0 8,125 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sherry Steven P. 2850 SOUTH DELAWARE ST., SUITE 400 SAN MATEO, CA94403 Chief Sales Officer Signatures By: Winston King, Attorney in Fact For: Steven P. Sherry 06/17/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares sold by Issuer to cover taxes associated with settlement of Restricted Stock Units. ( 2 )The grant consists of three separate issuances of Restricted Stock Units, each with vesting subject to the Reporting Person's continued service to the Issuer. The first is 6,500 units vesting as follows: 1/16th of the units vest quarterly commencing December 15, 2016. The second is 4,001 units, for which vesting was subject to the satisfaction of both performance-based conditions and time-based 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, 2017 and an additional 1/16th of the units will vest quarterly thereafter. The third previously described TSR grant has vested according to its terms and conditions. ( 3 )The grant consists of three separate issuances of Restricted Stock Units, each with vesting subject to the Reporting Person's continued service to the Issuer. The first is 7,100 units vesting as follows: 1/16th of the units vest quarterly commencing December 15, 2017. The second is 4,647 units, for which vesting was subject to the satisfaction of both performance-based conditions and time-based 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, 2018 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, 2020. ( 4 )The number of shares reported in Column 9 of Table II represents the 2017 Performance Stock Unit ("PSU") and the Total Shareholder Return ("TSR") grants less the number of PSU shares vested as of this Transaction Date. ( 5 )The grant consists of three separate issuances of Restricted Stock Units, each with vesting subject to the Reporting Person's continued service to the Issuer. The first is 8,500 units vesting as follows: 1/16th of the units vest quarterly commencing December 15, 2018. The second is 5,739 units, for which vesting was subject to the satisfaction of both performance-based conditions and time-based 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. ( 6 )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. ( 7 )The Restricted Stock Units vest as follows: 1/16th of the units vest quarterly commencing June 15, 2019, subject to the Reporting Person's continued service to the Issuer through each such vesting date. ( 8 )The Restricted Stock Units vest as follows: 1/8th of the units vest quarterly commencing September 15, 2019, subject to the Reporting Person's continued service to the Issuer. ( 9 )The Restricted Stock Units vest as follows: 1/16th of the units vest quarterly commencing December 15, 2019, subject to the Reporting Person's continued service to the Issuer through each such vesting date.

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