Sec Form 4 Filing - van der Colff Rasmus @ Guidance Software, Inc. - 2017-09-14

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 van der Colff Rasmus 2. Issuer Name and Ticker or Trading Symbol Guidance Software, Inc. [ GUID] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CAO/VP of Finance (Last) (First) (Middle) 1055 COLORADO BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 09/14/2017 (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 09/14/2017 D 127,554 ( 1 ) D 0 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 STOCK OPTION (RIGHT TO BUY) $ 4 09/14/2017 D 22,000 ( 3 ) 04/20/2019 Common Stock 22,000 ( 3 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other van der Colff Rasmus 1055 COLORADO BLVD. PASADENA, CA91106 CAO/VP of Finance Signatures /s/ Rasmus Van der Colff 09/15/2017 Signature of Reporting Person Date

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 15194 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 79952 shares of unvested time-based restricted stock shares and 32408 shares of unvested performance-based restricted stock (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.

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