SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PLAGA BARRY J

(Last)

(First)

(Middle)

1055 COLORADO BLVD.

(Street)

PASADENA

91106

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Guidance Software, Inc. [ GUID ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO and COO

3. Date of Earliest Transaction (Month/Day/Year)
09/14/2017

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾⁽²⁾	09/14/2017		D		543,044⁽¹⁾	D	⁽¹⁾⁽²⁾	0	D

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
STOCK OPTION (RIGHT TO BUY)	$5.22	09/14/2017		D			75,000	⁽³⁾	02/10/2020	Common Stock	75,000	⁽³⁾	0	D
STOCK OPTION (RIGHT TO BUY)	$6	09/14/2017		D			125,000	⁽³⁾	02/11/2025	Common Stock	125,000	⁽³⁾	0	D

Explanation of Responses:

1. Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 25, 2017, by and among Guidance Software, Inc. a Delaware corporation (the "Company"), Open Text Corporation a corporation incorporated under the federal laws of Canada (the "Parent"), and Galileo Acquisition Sub, Inc. a Delaware corporation and a wholly owned subsidiary of Parent (the "Purchaser") and the terms of the Tender and Voting Agreement, dated as of July 25, 2017, by and among each of those parties and each stockholder listed on Annex I of the Tender and Voting Agreement, the reporting person disposed of 167094 shares of the Company's Common stock in the merger and Offer (as defined in the Merger Agreement) in exchange for $7.10 per share (the "Offer Price") and 219886 shares of unvested time-based restricted stock shares and 156064 unvested performance-based restricted stock (based on 100% target performance), each of which was cancelled in exchange for Offer Price.

2. Pursuant to the terms of the Merger Agreement, each award of vested restricted shares stock option of the Company that is outstanding and vested, whether exercised or unexercised, was cancelled in exchange for a payment in cash equal to the product of (i) the total number of Vested Restricted Shares immediately prior to such cancellation (which, in the case of awards of performance-vesting restricted shares, shall be calculated for "Target Level" performance, as defined in the award agreements) and (ii) the Offer Price.

3. Pursuant to the terms of the Merger Agreement, each vested stock option of the Company that is outstanding and vested, whether exercised or unexercised, was cancelled in exchange for a payment in cash equal to the product of (i) the total amount of common stock subject to such Vested Option immediately prior to such cancellation and (ii) the excess, if any, of the Offer Price over the exercise price per Company Share subject to such Vested Option immediately prior to such cancellation.

	/s/ Barry Plaga	09/15/2017
	** 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).
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