Sec Form 4 Filing - Limongelli Victor @ Guidance Software, Inc. - 2013-03-04

Insider filing report for Changes in Beneficial Ownership
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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
Limongelli Victor
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
X __ Officer (give title below) _____ Other (specify below)
President, CEO and Director
(Last) (First) (Middle)
C/O GUIDANCE SOFTWARE, INC., 215 NORTH MARENGO AVE.
3. Date of Earliest Transaction (MM/DD/YY)
03/04/2013
(Street)
PASADENA, CA91101
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 ) 03/04/2013 M 5,453 A $ 4.54 367,120 D
Common Stock ( 1 ) 03/04/2013 S 5,453 D $ 10.005 ( 3 ) 361,667 D
Common Stock ( 2 ) 03/05/2013 M 9,000 A $ 4.54 370,667 D
Common Stock ( 2 ) 03/05/2013 S 9,000 D $ 10.002 ( 3 ) 361,667 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
Employee Stock Option (right to buy) $ 4.54 03/04/2013( 1 ) M 5,453 04/20/2007( 4 ) 04/20/2015 Common Stock 5,453 $ 0 183,701 D
Employee Stock Option (right to buy) $ 4.54 03/05/2013( 2 ) M 9,000 04/20/2007( 4 ) 04/20/2015 Common Stock 9,000 $ 0 174,701 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Limongelli Victor
C/O GUIDANCE SOFTWARE, INC.
215 NORTH MARENGO AVE.
PASADENA, CA91101
X President, CEO and Director
Signatures
/s/ Mark E. Harrington, Attorney in Fact 03/06/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to a Section 10b5-1 Plan established February 15, 2012 by Mr. Limongelli, on March 4, 2013 vested employee stock options representing a total of 5,453 shares of Common Stock were exercised and sold in multiple transactions at prices ranging from $10.000 to $10.04 per share, inclusive, with a weighted average price of $10.005 per share reported in Column 4.
( 2 )Pursuant to a Section 10b5-1 Plan established February 15, 2012 by Mr. Limongelli, on March 5, 2013 employee stock options representing a total of 9,000 shares of Common Stock were exercised and sold in multiple transactions at prices ranging from $10.000 to $10.004 per share, inclusive, with a weighted average price of approximately $10.002 per share reported in Column 4.
( 3 )The reporting person undertakes to provide 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 indicated in the footnotes to this Form 4.
( 4 )The exercised options are part of an award granted to Mr. Limongelli on April 20, 2005, which fully vested over a four-year period after the grant 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).
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