SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )*
Guidance Software, Inc.
(Name of Issuer)
Common Stock , par value $0.001 per share
(Title of Class of Securities)
401692 10 8
(CUSIP Number)
Shawn McCreight and Jennifer McCreight
c/o Murray A. Indick
Morrison & Foerster LLP
425 Market Street
San Francisco, CA 94105
Telephone: 415-268-7096
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 10, 2016
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. x
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
| * | 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 disclosures provided in a prior cover page. |
The information required on 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 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. 401692 10 8 |
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Shawn H. McCreight and Jennifer Lynn McCreight as Trustees of the Shawn H. McCreight & Jennifer Lynn McCreight TTEES McCreight Living Trust U/A DTD March 31, 2006. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds
OO | |||||
| 5. | Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e) ¨
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| 6. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially owned by Each Reporting Person With:
| 7. | Sole Voting Power
9,086,384 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
9,086,384 | |||||
| 10. | Shared Dispositive Power
9,086,384 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
9,086,384 * | |||||
| 12. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
| 13. | Percent of Class Represented by Amount in Row (9)
29.7% | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| * | The registered owner of the 9,086,384 shares of common stock of Guidance Software, Inc. is the Shawn H. McCreight & Jennifer Lynn McCreight TTEES McCreight Living Trust U/A DTD March 31, 2006 (the “McCreight Living Trust”). |
EXPLANATORY NOTE
This Statement on Schedule 13D reflects, that as of February 11, 2016, Shawn H. McCreight and Jennifer Lynn McCreight (the “Reporting Persons”) are disclosing their beneficial ownership in Guidance Software, Inc. (the “Issuer” or “Guidance Software”) on Schedule 13D instead of Schedule 13G. The Reporting Persons previously disclosed their beneficial ownership in the Issuer on Schedule 13G as filed with the Securities and Exchange Commission (the “SEC”) on May 16, 2007, as amended from time to time.
ITEM 1. Security and Issuer
This statement relates to the common stock, par value $0.001 per share (the “Shares”) of Guidance Software, Inc. (the “Issuer”). The principal executive office of the Issuer is located at 1055 E. Colorado Blvd., Pasadena, California 91106.
ITEM 2. Identity and Background
(a)–(c) and (f) The names of the persons filing this statement on Schedule 13D (the “Reporting Persons”) are: Shawn H. McCreight (“Mr. McCreight”) and Jennifer Lynn McCreight (“Mrs. McCreight”) as Trustees of the McCreight Living Trust, which holds 9,086,384 Shares. Mr. McCreight is the husband of Mrs. McCreight. Their address is c/o Murray A. Indick, Morrison & Foerster, LLP, 425 Market Street, San Francisco, CA 94105. Mr. and Mrs. McCreight are citizens of the United States.
Mr. McCreight founded Guidance Software in 1997 and served as its Chief Technology Officer and as Chairman of its Board of Directors (the “Board”) from November 1997 to January 2016. Mr. McCreight is currently a member of the Board. The address of the principal office of the Issuer is located at 1055 E. Colorado Blvd., Pasadena, California 91106.
(d)–(e) During the last five years, none of the Reporting Persons have been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration
The 9,086,384 Shares were issued to Mr. McCreight personally for services rendered as the founder of the Issuer.
ITEM 4. Purpose of Transaction
The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
On February 10, 2016, Mr. McCreight delivered a Stockholder Nomination and Proposal Letter (the “Letter”) to the Issuer submitting (i) a stockholder proposal to amend the Issuer’s bylaws to permit holders of at least 15% of the Issuer’s Shares to request a special meeting of stockholders, in order to improve the Issuer’s direct accountability to stockholders and (ii) stockholder nominations of five persons for election to the Board at the Issuer’s 2016 annual meeting of the stockholders. In the Letter, Mr. McCreight indicates that in the event that the Board declines to include such director nominees on the slate of recommended nominees in the Issuer’s proxy statement for its 2016 annual meeting of stockholders and/ or declines to propose such stockholder proposal, he intends to deliver a proxy statement and form of proxy to the Issuer’s stockholders and solicit proxies from the Issuer’s stockholders in support of the stockholder nominees and stockholder proposal set forth in the Letter. The full text of the Letter is attached hereto asExhibit 1 and is incorporated herein by reference in its entirety.
The Reporting Persons intend to continue to closely monitor actions by the Board as well as the Issuer’s operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as other investment considerations, and will consider taking further action to protect their interests and the interests of shareholders, which actions may involve plans or proposals of the type described in Item 4(a) through (j) of Item 4 of Schedule 13D or the acquisition of additional shares or disposition of shares beneficially owned by them, in the public market or privately negotiated transactions. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing.
ITEM 5. Interest in Securities of the Issuer
(a) and (b)
The Reporting Persons beneficially own 9,086,384 Shares, representing 29.7% of all of the outstanding shares of common stock of the Issuer. The Reporting Persons have the sole power to vote or direct the vote of and to dispose or direct the disposition of the 9,086,384 Shares reported herein.
The percentages set forth in this response are based on the 30,613,000 shares of common stock of the Issuer outstanding as of November 5, 2015, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 as filed with the SEC on November 6, 2015.
(c) No transactions in the Shares have been effected by the Reporting Persons in the last sixty (60) days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
The description of the Letter set forth above in Item 4 is incorporated herein by reference in response to this Item 6.
ITEM 7. Material to be Filed as Exhibits.
| Exhibit 1 | Stockholder Nomination and Proposal Letter dated February 10, 2016 (filed herewith) |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2016
| By: | /s/ Shawn McCreight | |
| Name: | Shawn McCreight | |
| By: | /s/ Jennifer McCreight | |
| Name: | Jennifer McCreight | |
EXHIBIT INDEX
Exhibit No. | Document | |
| 1. | Stockholder Nomination and Proposal Letter dated February 10, 2016 (filed herewith) | |