| Item 1. | |
| (a) | Name of issuer:
Guidewire Software, Inc. |
| (b) | Address of issuer's principal executive offices:
970 Park Pl, Suite 200
San Mateo, CA 94403 |
| Item 2. | |
| (a) | Name of person filing:
Linonia Partners Fund LP*
The Linonia Partnership LP*
The Linonia Partnership GP LLC*
Philip Uhde* |
| (b) | Address or principal business office or, if none, residence:
414 West 14th Street, 6th Floor
New York, New York 10014 |
| (c) | Citizenship:
Linonia Partners Fund LP - Delaware
The Linonia Partnership LP - Delaware
The Linonia Partnership GP LLC - Delaware
Philip Uhde - United States |
| (d) | Title of class of securities:
Common Stock, $0.0001 par value |
| (e) | CUSIP No.:
40171V100 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Linonia Partners Fund LP - 4,244,437*
The Linonia Partnership LP - 4,244,437*
The Linonia Partnership GP LLC - 4,244,437*
Philip Uhde - 4,244,437*
*The Common Stock (the "Shares") of Guidewire Software, Inc. (the "Issuer") reported herein are held by a private investment fund, Linonia Partners Fund LP (the "Fund") for which The Linonia Partnership LP, a Delaware Limited Partnership, serves as the investment manager (the "Investment Manager"). The Linonia Partnership GP LLC, a Delaware Limited Liability Company, serves as the general partner of the Investment Manager (the "General Partner") and Philip Uhde serves as the Principal of the Investment Manager and the Managing Member of the General Partner. By virtue of these relationships, the Fund, the Investment Manager, the General Partner, and Philip Uhde may be deemed to have shared voting and dispositive power with respect to the Shares owned directly by the Fund.
The percentages reported herein are based upon a statement in the Issuer's most recent 10-K filed with the SEC on September 11, 2025, that there were 84,530,578 Shares issued and outstanding as of August 29, 2025.
This report shall not be deemed an admission that any reporting person herein is the beneficial owner of the securities reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the reporting person's herein disclaims beneficial ownership of the Shares reported herein except to the extent of the reporting persons pecuniary interest therein, if any. |
| (b) | Percent of class:
Linonia Partners Fund LP - 5.0%
The Linonia Partnership LP - 5.0%
The Linonia Partnership GP LLC - 5.0%
Philip Uhde - 5.0% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Linonia Partners Fund LP - 0
The Linonia Partnership LP - 0
The Linonia Partnership GP LLC - 0
Philip Uhde - 0
|
| | (ii) Shared power to vote or to direct the vote:
Linonia Partners Fund LP - 4,244,437*
The Linonia Partnership LP - 4,244,437*
The Linonia Partnership GP LLC - 4,244,437*
Philip Uhde - 4,244,437*
|
| | (iii) Sole power to dispose or to direct the disposition of:
Linonia Partners Fund LP - 0
The Linonia Partnership LP - 0
The Linonia Partnership GP LLC - 0
Philip Uhde - 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
Linonia Partners Fund LP - 4,244,437*
The Linonia Partnership LP - 4,244,437*
The Linonia Partnership GP LLC - 4,244,437*
Philip Uhde - 4,244,437*
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule 13d-1(c)