0001323953-13-000005.txt : 20130212 0001323953-13-000005.hdr.sgml : 20130212 20130212111112 ACCESSION NUMBER: 0001323953-13-000005 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130212 DATE AS OF CHANGE: 20130212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Guidance Software, Inc. CENTRAL INDEX KEY: 0001375557 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 954661210 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82879 FILM NUMBER: 13595282 BUSINESS ADDRESS: STREET 1: 215 NORTH MARENGO AVENUE CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 6262299191 MAIL ADDRESS: STREET 1: 215 NORTH MARENGO AVENUE CITY: PASADENA STATE: CA ZIP: 91101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RGM Capital, LLC CENTRAL INDEX KEY: 0001323953 IRS NUMBER: 061685711 STATE OF INCORPORATION: DE FISCAL YEAR END: 1204 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 6621 WILLOW PARK DRIVE STREET 2: SUITE ONE CITY: NAPLES STATE: FL ZIP: 34109 BUSINESS PHONE: 239-593-1280 MAIL ADDRESS: STREET 1: 6621 WILLOW PARK DRIVE STREET 2: SUITE ONE CITY: NAPLES STATE: FL ZIP: 34109 SC 13G/A 1 rgmguid13GA22012.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3) Guidance Software Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------------------------------------- (Title of Class of Securities) 401692108 (CUSIP Number) December 31, 2012 -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [_] Rule 13d-1(d) ---------- * 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 the disclosures provided in a prior cover page. The information required in 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 ("Act") 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. 401692108 --------------------- 1. NAME OF REPORTING PERSONS RGM Capital, LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 06-1685711 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [_] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 3,095,914 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 3,095,914 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,095,914 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.33% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA -------------------------------------------------------------------------------- CUSIP No. 401692108 --------------------- 1. NAME OF REPORTING PERSONS Robert G. Moses I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [_] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 3,095,914 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 3,095,914 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,095,914 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.33% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC -------------------------------------------------------------------------------- CUSIP No. 401692108 --------------------- 1. NAMES OF REPORTING PERSONS Duke University I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 56-0532129 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION North Carolina NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,173,177 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,173,177 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,173,177 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.67% 12. TYPE OF REPORTING PERSON OO CUSIP No. 401692108 --------------------- 1. NAMES OF REPORTING PERSONS Blacwell Partners, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-8075455 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Georgia NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,173,177 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,173,177 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,173,177 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.67% 12. TYPE OF REPORTING PERSON IV CUSIP No. 401692108 --------------------- 1. NAMES OF REPORTING PERSONS DUMAC, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 65-1319939 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION North Carolina NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,173,177 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,173,177 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,173,177 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.67% 12. TYPE OF REPORTING PERSON IA DUMAC, LLC (DUMAC), Duke University, and Blackwell Partners LLC (collectively, the Reporting Persons) are filing this Statement of Beneficial Ownership on Schedule 13G to report the shares of Common Stock, par value $.01 per share (the Common Stock) of Guidance Software, Inc. over which they could acquire beneficial ownership if they were to terminate their investment management agreement with RGM Capital, LLC. DUMAC is a North Carolina limited liability company formed by Duke University that is majority owned by Duke University and that provides investment management services to Duke University and Blackwell Partners LLC.Blackwell Partners, LLC is a Georgialimited liability company that is managed by an entity that qualifies as a support corporation of Duke University underSection 509(a)(3) of the Internal Revenue Code. Item 1(a). Name of Issuer: Guidance Software, Inc. ------------------------------------------------------------------- (b). Address of Issuer's Principal Executive Offices: 215 North Marengo Avenue, Suite 250, Pasadena CA 91101 ------------------------------------------------------------------- Item 2(b). Name of Person Filing: RGM Capital, LLC Robert G. Moses Duke University Blackwell Partners LLC DUMAC, LLC Item 2(b). Address of Principal Business Office: RGM Capital, LLC 9010 Strada Stell Court Suite 105 Naples, FL 34109 Duke University c/o DUMAC, LLC 406 Blackwell Street, Suite 300 Durham, NC 27701 Blackwell Partners LLC c/o DUMAC, LLC 406 Blackwell Street, Suite 300 Durham, NC 27701 DUMAC, LLC 406 Blackwell Street, Suite 300 Durham, NC 27701 Item 2(c). Citizenship: RGM Capital, LLC Delaware Duke University North Carolina Blackwell Partners LLC Georgia DUMAC, LLC North Carolina Item 2(d). Title of Class of Securities Common Stock Item 2(e). CUSIP Number: 401692108 Item 3. If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c). (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). (d) [_] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [X] An investment adviser in accordance with s.240.13d-1(b)(1) (ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with s.240.13d-1(b)(1)(ii)(F); (g) [X] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the FederalDeposit Insurance Act (12 U.S.C.1813); (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 3,095,914 ------------------------------------------------------------------- (b) Percent of class: 12.33% ------------------------------------------------------------------- (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 0 --------------------, (ii) Shared power to vote or to direct the vote 3,095,914 --------------------, (iii) Sole power to dispose or to direct the disposition of 0 --------------------, (iv) Shared power to dispose or to direct the disposition of 3,095,914 --------------------. As of the date of this filing, RGM Capital, LLC beneficially owns 3,095,914 shares of Common Stock, which constitutes approximately 12.33% of Guidance Software, Inc. outstanding Common Stock as reported in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011 filed on November 2, 2012. As of the date of this filing, Duke University beneficially owns 1,173,177 shares of Common Stock, which constitutes approximately 4.67% of Guidance Software, Inc. outstanding Common Stock as reported in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011 filed on November 2, 2012. Of the above 1,173,177 shares of Common Stock, Duke University and DUMAC, LLC have shared dispositive power over 1,173,177 shares of Common Stock. Blackwell Partners LLC beneficially owns, and has sole voting and dispositive power over 1,173,177 shares of Common Stock, which constitutes approximately 4.67% of Guidance Software, Inc. outstanding Common Stock. This Schedule 13G has been filed for informational purposes to reflect that DUMAC makes investment decisions for each of Duke University and Blackwell Partners LLC and can terminate the investment management agreement with RGM Capital, LLC within 60 days. Item 5. Ownership of Five Percent or Less of a Class. NOT APPLICABLE Item 6. Ownership of More Than Five Percent on Behalf of Another Person. Robert G. Moses is the managing member of RGM Capital, LLC, a Delaware limited liability company that serves as the general partner of and exercises investment discretion over the accounts of, a number of investment vehicles. None of those investment vehicles has beneficial ownership of 5% or more of any class of the Common Stock. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. NOT APPLICABLE Item 8. Identification and Classification of Members of the Group. NOT APPLICABLE Item 9. Notice of Dissolution of Group. NOT APPLICABLE --------------------------------------------------------------------- Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 12, 2013 ------------------------------------- (Date) RGM CAPITAL, LLC* By: /s/ Robert G. Moses --------------------------- Name: Robert G. Moses Title: Managing Member Robert G. Moses* By: /s/ Robert G. Moses --------------------------- * The Reporting Persons disclaim beneficial ownership of the shares reported herein except to the extent of their pecuniary interest. Exhibit A AGREEMENT The undersigned agree that this is amendment No. 3 to the Schedule 13G, dated December 31, 2011 relating to the Common Stock of Guidance Software, Inc., shall be filed on behalf of the undersigned. February 12, 2013 ------------------------------------- (Date) RGM CAPITAL, LLC By: /s/ Robert G. Moses --------------------------- Name: Robert G. Moses Title: Managing Member Robert G. Moses By: /s/ Robert G. Moses ---------------------------