UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 3)*
Guidewire
Software, Inc.
(Name
of Issuer)
Common
Stock, par value $0.0001 per share
(Title
of Class of Securities)
40171V100
(CUSIP
Number)
December
31, 2023
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
[x] Rule
13d-1(b)
[
] Rule 13d-1(c)
[
] Rule 13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
The information
required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
CUSIP
No. 40171V100 |
|
13G |
Page
2 of 10 Pages |
1. |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NO. OF ABOVE PERSONS (ENTITIES ONLY)
Berkshire
Partners Holdings LLC |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
|
(a)
[ ]
(b)
[x] |
3. |
SEC
USE ONLY |
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH: |
5. |
SOLE
VOTING POWER
0 |
6. |
SHARED
VOTING POWER
3,176,527 |
7. |
SOLE
DISPOSITIVE POWER
0 |
8. |
SHARED
DISPOSITIVE POWER
3,176,527 |
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,176,527 |
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
[ ] |
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.9%* |
12. |
TYPE
OF REPORTING PERSON
OO |
|
|
|
|
|
| * | Percentage
calculations are based on the number of shares of Common Stock outstanding as of November
30, 2023, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarterly
period ended October 31, 2023. |
CUSIP
No. 40171V100 |
|
13G |
Page
3 of 10 Pages |
1. |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NO. OF ABOVE PERSONS (ENTITIES ONLY)
BPSP,
L.P. |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
|
(a)
[ ]
(b)
[x] |
3. |
SEC
USE ONLY |
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH: |
5. |
SOLE
VOTING POWER
0 |
6. |
SHARED
VOTING POWER
3,176,527 |
7. |
SOLE
DISPOSITIVE POWER
0 |
8. |
SHARED
DISPOSITIVE POWER
3,176,527 |
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,176,527 |
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
[ ] |
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.9%* |
12. |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
|
| * | Percentage
calculations are based on the number of shares of Common Stock outstanding as of November
30, 2023, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarterly
period ended October 31, 2023. |
CUSIP
No. 40171V100 |
|
13G |
Page
4 of 10 Pages |
1. |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NO. OF ABOVE PERSONS (ENTITIES ONLY)
Stockbridge
Fund, L.P. |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
|
(a)
[ ]
(b)
[x] |
3. |
SEC
USE ONLY |
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH: |
5. |
SOLE
VOTING POWER
0 |
6. |
SHARED
VOTING POWER
2,675,992 |
7. |
SOLE
DISPOSITIVE POWER
0 |
8. |
SHARED
DISPOSITIVE POWER
2,675,992 |
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,675,992 |
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
[ ] |
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.3%* |
12. |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
|
| * | Percentage
calculations are based on the number of shares of Common Stock outstanding as of November
30, 2023, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarterly
period ended October 31, 2023. |
CUSIP
No. 40171V100 |
|
13G |
Page
5 of 10 Pages |
1. |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NO. OF ABOVE PERSONS (ENTITIES ONLY)
Stockbridge
Partners LLC |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
|
(a)
[ ]
(b)
[x] |
3. |
SEC
USE ONLY |
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH: |
5. |
SOLE
VOTING POWER
0 |
6. |
SHARED
VOTING POWER
3,176,527 |
7. |
SOLE
DISPOSITIVE POWER
0 |
8. |
SHARED
DISPOSITIVE POWER
3,176,527 |
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,176,527 |
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
[ ] |
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.9%* |
12. |
TYPE
OF REPORTING PERSON
IA |
|
|
|
|
|
| * | Percentage
calculations are based on the number of shares of Common Stock outstanding as of November
30, 2023, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarterly
period ended October 31, 2023. |
Item 1(a).
Name of Issuer:
The
Issuer’s name is Guidewire Software, Inc. (the “Company” or the “Issuer”).
Item 1(b).
Address of Issuer’s Principal Executive Offices:
The
address of the principal executive offices of the Issuer is 2850 S. Delaware St., Suite 400, San Mateo, California 94403.
Item
2(a). Name of Person Filing:
This
Schedule 13G (this “Statement”) is being filed jointly by the following (each, a “Reporting Person,” and, collectively,
the “Reporting Persons”): Stockbridge Fund, L.P. (f/k/a Stockbridge Special Situations Fund, L.P.) (“SF”), Stockbridge
Partners LLC (“SP”), BPSP, L.P. (“BPSP”) and Berkshire Partners Holdings LLC (“BPH”).
Stockbridge
Associates LLC, a Delaware limited liability company (“SA”), is the general partner of SF. BPH, a Delaware limited liability
company, is the general partner of BPSP, a Delaware limited partnership. BPSP is the managing member of SP, the registered investment
adviser to SF, as well as certain other accounts holding shares of the Issuer for which SP serves as investment adviser.
Certain
of the Reporting Persons often make acquisitions in, and dispose of, securities of an issuer on the same terms and conditions and at
the same time. Based on the foregoing and the relationships described herein, these entities may be deemed to constitute a “group”
for purposes of Section 13(g)(3) of the Act. The filing of this statement shall not be construed as an admission that the Reporting Persons
are a group, or have agreed to act as a group.
Item
2(b). Address of Principal Business Office or, if none, Residence:
The
following address is the principal business offices of each of the Reporting Persons: 200 Clarendon Street, 35th Floor, Boston, Massachusetts
02116.
Item
2(c). Citizenship:
Each
of SF, SP, BPSP and BPH is organized under the laws of the State of Delaware.
Item 2(d).
Title and Class of Securities:
The
class of equity securities to which this Statement relates is the Company’s Common Stock, par value $0.0001 per share (the “Common
Stock”).
Item
2(e). CUSIP Number:
The
CUSIP Number to which this Statement relates is 40171V100.
Item
3. If This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c), Check Whether the Person Filing is a:
| (e) | [x] An investment
adviser in accordance with Rule 13d-1(b)(1) (ii)(E); |
| (g) | [x] A parent
holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
Item
4. Ownership.
| (a) | The responses
of the Reporting Persons to Row (9) of the cover pages of this Statement are incorporated
herein by reference. SA is the sole general partner of SF. SP, a registered investment adviser,
is the investment manager for SF as well as certain other accounts holding shares of the
Issuer. As the managing member of SP, BPSP may be deemed to beneficially own shares of Common
Stock that are beneficially owned by SP. As the general partner of BPSP, BPH may be deemed
to beneficially own shares of Common Stock that are beneficially owned by BPSP. However,
BPSP and BPH disclaim beneficial ownership of such shares of Common Stock and the filing
of this Statement shall not be construed as an admission that BPSP or BPH is, for the purpose
of Section 13(d) of the Act, the beneficial owner of such shares beneficially owned by SP. |
| (b) | The responses
of the Reporting Persons to Row (11) of the cover pages of this Statement are incorporated
herein by reference. As of December 31, 2023, the Reporting Persons beneficially owned in
the aggregate 3,176,527 shares of Common Stock, representing approximately 3.9% of the shares
of Common Stock outstanding (based on the number of shares outstanding as of November 30,
2023, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period
ended October 31, 2023). |
| (c) | The responses
of the Reporting Persons to Rows (5) through (8) of the cover pages of this Statement are
incorporated herein by reference. |
Item
5. Ownership of Five Percent or Less of a Class.
If
this Statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner
of more than 5 percent of the class of securities, check the following [x].
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
The
responses of the Reporting Persons to Items 2(a) and 4(a) are incorporated herein by reference. Under certain circumstances, partners,
members or managed accounts of a Reporting Person, as the case may be, could have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, shares of Common Stock owned by such Reporting Person.
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding
Company or Control Person.
The
response of the Reporting Persons to Item 2(a) is incorporated herein by reference.
Item
8. Identification and Classification of Members of the Group.
Not
Applicable.
Item
9. Notice of Dissolution of Group.
Not
Applicable.
Item
10. Certifications.
Not
Applicable.
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
February 14, 2024
|
STOCKBRIDGE
FUND, L.P. |
|
|
|
By: |
Stockbridge
Associates LLC, |
|
|
its
general partner |
|
|
|
|
By: |
/s/
Kenneth S. Bring |
|
|
Name: |
Kenneth
S. Bring |
|
|
Title: |
Managing
Director |
|
STOCKBRIDGE
PARTNERS LLC |
|
|
|
By: |
BPSP,
L.P., |
|
|
its
managing member |
|
By: |
Berkshire
Partners Holdings LLC, |
|
|
its
general partner |
|
|
|
|
By: |
/s/
Kenneth S. Bring |
|
|
Name: |
Kenneth
S. Bring |
|
|
Title: |
Managing
Director |
|
BERKSHIRE
PARTNERS HOLDINGS LLC |
|
|
|
|
By: |
/s/
Kenneth S. Bring |
|
|
Name: |
Kenneth
S. Bring |
|
|
Title: |
Managing
Director |
|
BPSP,
L.P. |
|
|
|
By: |
Berkshire
Partners Holdings LLC, |
|
|
its
general partner |
|
|
|
|
By: |
/s/
Kenneth S. Bring |
|
|
Name: |
Kenneth
S. Bring |
|
|
Title: |
Managing
Director |
Exhibit
Index
Exhibit
No. |
Description |
|
|
1 |
Joint
Filing Agreement among Reporting Persons |
EXHIBIT
1
JOINT
FILING AGREEMENT
This
will confirm the agreement by and among all the undersigned that the Schedule 13G filed on or about this date and any amendments thereto
with respect to the beneficial ownership by the undersigned of shares of common stock, $0.0001 par value per share, of Guidewire Software,
Inc., is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.
This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. The execution and filing of this agreement shall not be construed as an admission that the undersigned
are a group, or have agreed to act as a group.
Dated: February
14, 2024
|
STOCKBRIDGE
FUND, L.P. |
|
|
|
By: |
Stockbridge
Associates LLC, |
|
|
its
general partner |
|
|
|
|
By: |
/s/
Kenneth S. Bring |
|
|
Name: |
Kenneth
S. Bring |
|
|
Title: |
Managing
Director |
|
STOCKBRIDGE
PARTNERS LLC |
|
|
|
By: |
BPSP,
L.P., |
|
|
its
managing member |
|
By: |
Berkshire
Partners Holdings LLC, |
|
|
its
general partner |
|
|
|
|
By: |
/s/
Kenneth S. Bring |
|
|
Name: |
Kenneth
S. Bring |
|
|
Title: |
Managing
Director |
|
BERKSHIRE
PARTNERS HOLDINGS LLC |
|
|
|
|
By: |
/s/
Kenneth S. Bring |
|
|
Name: |
Kenneth
S. Bring |
|
|
Title: |
Managing
Director |
|
BPSP,
L.P. |
|
|
|
By: |
Berkshire
Partners Holdings LLC, |
|
|
its
general partner |
|
|
|
|
By: |
/s/
Kenneth S. Bring |
|
|
Name: |
Kenneth
S. Bring |
|
|
Title: |
Managing
Director |
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