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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * King James Winston 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 Admin Officer, Gen Couns
(Last)          (First)          (Middle)
C/O GUIDEWIRE SOFTWARE, INC., 2850 SOUTH DELAWARE STREET, SUITE 400
3. Date of Earliest Transaction (MM/DD/YYYY)
9/15/2022
(Street)
SAN MATEO, CA 94403
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  9/15/2022    A    13767  A $0  40908  D   
Common Stock  9/15/2022    M    1911  A $0  42819  D   
Common Stock  9/15/2022    M    1565  A $0  44384  D   
Common Stock  9/15/2022    M    191  A $0  44575  D   
Common Stock  9/15/2022    M    275  A $0  44850  D   
Common Stock  9/15/2022    M    2167  A $0  47017  D   
Common Stock  9/19/2022    S(1)    3110  D $62.8191 (2) 43907  D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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  $0.0  9/15/2022    A     13767       (3) 9/15/2032  Common Stock  13767.0  $0  13767  D   
Performance Shares  $0.0  9/15/2022    M        1911    (4)  (4) Common Stock  1911.0  $0  8521  D   
Performance Shares   (5) 9/15/2022    M        1565    (6)  (6) Common Stock  1565.0  $0  6065  D   
Performance Shares  $0.0  9/15/2022    M        191    (7) 9/6/2029  Common Stock  191.0  $0  764  D   
Performance Shares  $0.0  9/15/2022    M        275    (8) 9/12/2028  Common Stock  275.0  $0  0  D   
Performance Shares  $0.0  9/15/2022    A        2167    (9) 9/6/2029  Common Stock  2167.0  $0  0  D   

Explanation of Responses:
(1)  Shares sold by Issuer to cover taxes associated with settlement of Restricted Stock Units.
(2)  The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $62.8180 to $62.8208 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)  At the end of Year 1, 50% of the PSU award will be determined based on performance against the FY23 ARR targets. 33% will vest immediately, 33% will vest at end of Year 2, and 33% will vest at end of Year 3. At the end of Year 3, 50% of the PSU award will be determined based on performance against the FY25 ARR targets. 100% will vest immediately.
(4)  At the end of Year 1, 50% of this Performance Stock Unit ("PSU") award will be determined based on performance against fiscal year 2022 financial targets, with the following vesting schedule: 33% vesting immediately, 33% vesting at end of Year 2, and 33% vesting at end of Year 3. On September 7, 2022, the Compensation Committee of the Board of Directors determined that 122% of the performance-based conditions were met resulting in an increase of 1,035 shares earned by the Reporting Person. At the end of Year 3, 50% of the PSU award will be determined based on performance against fiscal year 2024 financial targets, with the following vesting schedule: 100% vesting immediately.
(5)  Each restricted stock unit or performance stock unit represents a contingent right to receive one share of the Issuer's common stock.
(6)  These performance stock units are split in two halves, with vesting of each subject to the satisfaction of both performance- and time-based conditions. Performance-based conditions will be satisfied if financial targets, determined by the Issuer, are met for fiscal year 2021 for the first half and fiscal year 2023 for the second half. If the performance-based conditions for fiscal year 2021 are achieved, then the first half will vest based on performance with the following timing: 16.6% will vest on each of September 15, 2021, September 15, 2022, and September 15, 2023, subject to the Reporting Person's continued service to the Issuer. The second half will vest on September 15, 2023 based on achievement under the performance-based conditions for fiscal year 2023, subject to the Reporting Person's continued service to the Issuer.
(7)  On September 6, 2019, the Reporting Person was granted a target of 4,200 shares covered by restricted stock units with performance- and time-based vesting requirements. On September 9, 2020, the Compensation Committee of the Board of Directors determined that 73% of the performance-based conditions were met resulting in a reduction of 1,134 shares earned by the Reporting Person. The time-based vesting is: 1/4th vest on September 15, 2020, and 1/16th of the units vest quarterly thereafter subject to the Reporting Person's continued service to the Issuer.
(8)  On September 12, 2018, the Reporting Person was granted a target of 3,900 shares covered by restricted stock units with performance- and time-based vesting requirements. On September 6, 2019, the Compensation Committee of the Board of Directors determined that 112.5% of the performance-based conditions were met resulting in an additional 491 shares earned by the Reporting Person. The time-based vesting is: 1/4th on September 15, 2019, and 1/16th quarterly thereafter, subject to the reporting person's continued service to the Issuer.
(9)  Each Performance Restricted Stock Unit ("TSR") represents a contingent right to receive one share of the Issuer's common stock. Between 0% to 125% (incorrectly previously reported as 110%) of the reported target number of TSRs may be earned, based on the Company's total shareholder return percentile ranking relative to the software companies in a peer industry index for a three-year cumulative performance period commencing August 1, 2019, and ending July 31, 2022 (the "TSR Performance Measurement Period"). All earned TSRs will vest at the end of the TSR Performance Measurement Period. On September 7, 2022, the Compensation Committee of the Board of Directors determined that 77.38% of the performance-based conditions were met resulting in a decrease of 633 shares earned by the Reporting Person.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
King James Winston
C/O GUIDEWIRE SOFTWARE, INC.
2850 SOUTH DELAWARE STREET, SUITE 400
SAN MATEO, CA 94403


Chief Admin Officer, Gen Couns

Signatures
/s/ James Winston King 9/19/2022
**Signature of Reporting Person Date

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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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