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 *
Ryu Marcus
   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
__X__ Officer (give title below) _____ Other (specify below)
CEO AND PRESIDENT
(Last)
(First)
(Middle)
C/O GUIDEWIRE SOFTWARE, INC., 1001 E. HILLSDALE BLVD., SUITE 800		 3. Date of Earliest Transaction (Month/Day/Year)
12/15/2014
(Street)

FOSTER CITY, CA 94404		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 12/15/2014   M   15,625 A $ 0 44,830 D  
Common Stock 12/15/2014   F(1)   8,153 D $ 47.11 36,677 D  
Common Stock 12/15/2014   M   54,925 A $ 0 91,602 D  
Common Stock 12/15/2014   F(1)   28,658 D $ 47.11 62,944 D  
Common Stock 12/15/2014   M   1,875 A $ 0 64,819 D  
Common Stock 12/15/2014   F(1)   978 D $ 47.11 63,841 D  
Common Stock 12/15/2014   M   1,951 A $ 0 65,792 D  
Common Stock 12/15/2014   F(1)   1,018 D $ 47.11 64,774 D  
Common Stock 12/15/2014   M   2,301 A $ 0 67,075 D  
Common Stock 12/15/2014   F(1)   1,200 D $ 47.11 65,875 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 12/15/2014   M     15,625   (2)   (2) Common Stock 15,625 $ 0 0 D  
Restricted Stock Units $ 0 12/15/2014   M     54,925   (3)   (3) Common Stock 54,925 $ 0 54,926 D  
Restricted Stock Units $ 0 12/15/2014   M     1,875   (4)   (4) Common Stock 1,875 $ 0 13,125 D  
Restricted Stock Units $ 0 12/15/2014   M     1,951   (5)   (5) Common Stock 1,951 $ 0 21,458 D  
Restricted Stock Units $ 0 12/15/2014   M     2,301   (6)   (6) Common Stock 2,301 $ 0 34,515 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Ryu Marcus
C/O GUIDEWIRE SOFTWARE, INC.
1001 E. HILLSDALE BLVD., SUITE 800
FOSTER CITY, CA 94404		   X     CEO AND PRESIDENT  

Signatures

 /s/ Winston King, Attorney-in-Fact for Marcus Ryu   12/17/2014
**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 the Issuer to cover taxes associated with the settlement of Restricted Stock Units.
(2) The vesting of these Restricted Stock Units was 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 occurred quarterly over four years from December 15, 2010.
(3) The vesting of these Restricted Stock Units is subject to the satisfaction of performance-based conditions, a liquidity event-based condition, and time-based vesting. The performance-based conditions were deemed by the Issuer's Board of Directors to have been satisfied as of September 5, 2012, 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.
(4) 1/4th of the these Restricted Stock Units vested on September 15, 2013, as both the performance-based condition and the time-based criteria were met on that date. The performance-based condition was contingent on meeting certain financial targets for the Issuer's fiscal year 2013, which the Issuer's Board of Directors has deemed to be satisfied. With the performance-based condition satisfied, the remaining units will vest on the following time-based criteria: 1/16th of the units vest quarterly starting on December 15, 2013, subject to the Reporting Person's continued service to the Issuer through each such vesting date.
(5) The Restricted Stock Units vest as follows: 1/16th of the units vest quarterly starting on December 15, 2013, subject to the Reporting Person's continued service to the Issuer through each such vesting date.
(6) The Restricted Stock Units vest as follows: 1/16th of the units vest quarterly starting on December 15, 2014, subject to the Reporting Person's continued service to the Issuer through each such vesting date.

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