Guidance Software Form 4 Guidance Software / Jennifer McCreight ownership change

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^*

McCreight Shawn

(Last) (First) (Middle)

3060 SAN PASQUAL ST.

(Street)

PASADENA CA 91106-2375

(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	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	06/17/2016		S		10,000	D	$6.204(1)	9,076,384	I	Trustee and trust beneficiary
Common Stock	06/20/2016		S		10,000	D	$6.397	9,066,384	I	Trustee and trust beneficiary
Common Stock	06/21/2016		S		10,000	D	$6.184	9,056,384	I	Trustee and trust beneficiary
Common Stock	06/22/2016		S		10,000	D	$6.133	9,046,384	I	Trustee and trust beneficiary
Common Stock	06/23/2016		S		10,000	D	$6.196	9,036,384	I	Trustee and trust beneficiary
Common Stock	08/05/2016		S		3,255	D	$6.043	9,033,129	I	Trustee and trust beneficiary
Common Stock	08/11/2016		S		10,000	D	$6.015	9,023,129	I	Trustee and trust beneficiary
Common Stock	08/12/2016		S		10,000	D	$6.012	9,013,129	I	Trustee and trust beneficiary
Common Stock	08/15/2016		S		10,000	D	$6.069	9,003,129	I	Trustee and trust beneficiary
Common Stock	08/16/2016		S		10,000	D	$6.003	8,993,129	I	Trustee and trust beneficiary
Common Stock	08/17/2016		S		5,000	D	$6.001	8,988,129	I	Trustee and trust beneficiary
Common Stock	08/18/2016		S		2,612	D	$6.002	8,985,517	I	Trustee and trust beneficiary
Common Stock	08/19/2016		S		10,000	D	$6.002	8,975,517	I	Trustee and trust beneficiary
Common Stock	08/22/2016		S		10,000	D	$6.005	8,965,517	I	Trustee and trust beneficiary
Common Stock	08/23/2016		S		10,000	D	$6.028	8,955,517	I	Trustee and trust beneficiary
Common Stock	08/24/2016		S		10,000	D	$6.01	8,945,517	I	Trustee and trust beneficiary
Common Stock	08/25/2016		S		9,668	D	$6.015	8,935,849	I	Trustee and trust beneficiary
Common Stock	08/26/2016		S		6,213	D	$6.004	8,929,636	I	Trustee and trust beneficiary
Common Stock	08/29/2016		S		10,000	D	$6.029	8,919,636	I	Trustee and trust beneficiary
Common Stock	08/30/2016		S		10,000	D	$6.02	8,909,636	I	Trustee and trust beneficiary
Common Stock	09/01/2016		S		9,313	D	$6.02	8,900,323	I	Trustee and trust beneficiary
Common Stock	09/02/2016		S		10,000	D	$6.02	8,890,323	I	Trustee and trust beneficiary
Common Stock	09/06/2016		S		10,000	D	$6.074	8,880,323	I	Trustee and trust beneficiary
Common Stock	09/07/2016		S		10,000	D	$6.045	8,870,323	I	Trustee and trust beneficiary
Common Stock	09/08/2016		S		4,989	D	$6.014	8,865,334	I	Trustee and trust beneficiary
Common Stock	09/13/2016		G(2)		3,200,000	D	$0.000	5,665,334	I	Trustee and trust beneficiary
Common Stock	09/28/2016		S		10,000	D	$6.006	5,655,334	I	Trustee and trust beneficiary
Common Stock	09/29/2016		S		7,766	D	$6.042	5,647,568	I	Trustee and trust beneficiary
Common Stock	09/30/2016		S		3,666	D	$6.019	5,643,902	I	Trustee and trust beneficiary
Common Stock	10/05/2016		S		200	D	$6	5,643,702	I	Trustee and trust beneficiary

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

1. Name and Address of Reporting Person^*

McCreight Shawn

(Last) (First) (Middle)

3060 SAN PASQUAL ST.

(Street)

PASADENA CA 91106-2375

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

McCreight Jennifer

(Last) (First) (Middle)

3060 SAN PASQUAL ST.

(Street)

PASADENA CA 91106-2375

(City) (State) (Zip)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.195 to $6.217, inclusive. The reporting person undertakes to provide to 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 set forth in footnotes (1) and (3) to this Form 4.

2. This transaction involved a gift of securities by the reporting person to the McCreight Foundation, a tax exempt foundation under Section 501(c)(3) of the U.S. Internal Revenue Code of which the reporting person is a trustee.

	/s/ Shawn McCreight	04/03/2017
	/s/ Jennifer McCreight	04/03/2017
	** 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).
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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