Sec Form 4 Filing - McConnell Michael J @ Guidance Software, Inc. - 2016-04-27

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person McConnell Michael J 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O GUIDANCE SOFTWARE 3. Date of Earliest Transaction (MM/DD/YY) 04/27/2016 (Street) PASADENA, CA91106 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ) 04/27/2016 A 7,937 A $ 5.04 52,937 D Common stock ( 2 ) 04/27/2016 A 1,323 A $ 5.04 54,260 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McConnell Michael J C/O GUIDANCE SOFTWARE PASADENA, CA91106 X Signatures /s/ Joel B. Ginsberg, Attorney in Fact 04/29/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Second Amended and Restated 2004 Equity Plan of the Company, upon his appointment to the Issuer's Board of Directors on April 27, 2016, Mr. McConnell was granted an initial grant of Restricted Stock Awards representing 7,937 shares of Issuer's Common Stock and, provided Mr. McConnell remains a Director of Issuer, such shares shall vest equally on each of the first two anniversaries of the grant date. ( 2 )Pursuant to the Second Amended and Restated 2004 Equity Plan of the Company, upon his appointment to Issuer's Board of Directors on April 27, 2016, Mr. McConnell was granted a pro-rated annual grant of Restricted Stock Awards representing 1,323 shares of Issuer's Common Stock and, provided Mr. McConnell remains a Director of Issuer, such shares shall vest in full on the date of the Company's 2016 annual meeting of stockholders.

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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