| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Guidance Software, Inc. [ GUID ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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)(2) | 09/14/2017 | D | 967,501(1) | D | (1)(2) | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| STOCK OPTION (RIGHT TO BUY) | $5.95 | 09/14/2017 | D | 236,952 | (3) | 05/01/2025 | Common Stock | 236,952 | (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 227716 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 366243 shares of unvested time-based restricted stock shares and 373542 unvested performance-based restricted stock shares (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/ Patrick Dennis | 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). | ||
| 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. | ||
