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 *
Hung Priscilla
   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)
SVP, Ops and Corp Dev
(Last)
(First)
(Middle)
1001 E. HILLSDALE BLVD., SUITE 800		 3. Date of Earliest Transaction (Month/Day/Year)
01/02/2014
(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 01/02/2014   M(1)   4,167 A $ 3.73 31,089 D  
Common Stock 01/02/2014   M(1)   8,160 A $ 4.5 39,249 D  
Common Stock 01/02/2014   M(1)   694 A $ 4.5 39,943 D  
Common Stock 01/02/2014   M(1)   5,833 A $ 7.5 45,776 D  
Common Stock 01/02/2014   M(1)   4,792 A $ 7.5 50,568 D  
Common Stock 01/02/2014   S(1)   23,646 D $ 48.0287 (2) 26,922 D  
Common Stock 01/02/2014   S(3)   26,922 D $ 48.0306 (4) 0 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
Incentive Stock Option (right to buy) $ 3.73 01/02/2014   M(1)     4,167   (5) 12/02/2018 Common Stock 4,167 $ 0 0 D  
Incentive Stock Option (right to buy) $ 4.5 01/02/2014   M(1)     8,160   (6) 04/08/2020 Common Stock 8,160 $ 0 0 D  
Incentive Stock Option (right to buy) $ 7.5 01/02/2014   M(1)     5,833   (7) 07/21/2021 Common Stock 5,833 $ 0 0 D  
Non-Qualified Stock Option (right to buy) $ 4.5 01/02/2014   M(1)     694   (6) 04/08/2020 Common Stock 694 $ 0 2,084 D  
Non-Qualified Stock Option (right to buy) $ 7.5 01/02/2014   M(1)     4,792   (7) 07/21/2021 Common Stock 4,792 $ 0 11,875 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Hung Priscilla
1001 E. HILLSDALE BLVD., SUITE 800
FOSTER CITY, CA 94404		       SVP, Ops and Corp Dev  

Signatures

 By: Winston King, Attorney in Fact For: Priscilla C. Hung   01/06/2014
**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) Automatic stock option exercise and same-day sale pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 13, 2013.
(2) The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $47.6325 to $48.5925 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.
(3) Automatic sale pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 13, 2013.
(4) The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $47.6325 to $48.6025 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) Fully-vested and exercisable.
(6) When both ISO and NQ Stock Options granted on April 8, 2010 are combined, they vest over four years of continuous service as follows: 1/48th of the underlying shares vest monthly following the vesting commencement date of April 8, 2010.
(7) When both ISO and NQ Stock Options granted on July 21, 2011 are combined, they vest over four years of continuous service as follows: 1/48th of the underlying shares vest monthly following the vesting commencement date of July 21, 2011.

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