SEC Form 4
Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Limongelli Victor

(Last) (First) (Middle)


(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President, CEO and Director
3. Date of Earliest Transaction (Month/Day/Year)
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)
Code V Amount (A) or (D) Price
Common Stock(1) 02/04/2013 M 15,000 A $4.54 300,625 D
Common Stock(2) 02/04/2013 S 15,000 D $11.993(2)(3) 285,625 D
Common Stock(4) 02/05/2013 A 80,034 A $0 365,659 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $4.54 02/04/2013(1) M 15,000 (5) 04/20/2015 Common Stock 15,000 $0 189,154 D
Explanation of Responses:
1. Pursuant to a Section 10b5-1 Plan established by Mr. Limongelli on February 15, 2012, vested employee stock options representing a total of 15,000 shares of Common Stock were exercised and sold, at an average price of $11.993 per share.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.75 to $12.35 per share, inclusive.
3. The reporting person undertakes to provide Guidance Software, Inc., any security holder of Guidance Software, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges indicated in the footnotes to this Form 4.
4. Effective February 5, 2013, the Board of Directors of the Company granted Mr. Limongelli Restricted Stock Awards representing 80,034 shares of Common Stock and, provided Mr. Limongelli remains an employee of the Company on the following dates, such shares shall vest as follows: 25% shall vest on February 5, 2014, 25% shall vest on February 5, 2015, 25% shall vest on February 5, 2016, and the final 25% shall vest on February 5, 2017.
5. The exercised options are part of an award granted to Mr. Limongelli on April 20, 2005, which fully vested over a four-year period after the grant date.
/s/ Mark E. Harrington, Attorney in Fact 02/06/2013
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.