<SEC-DOCUMENT>0001323953-12-000010.txt : 20120214
<SEC-HEADER>0001323953-12-000010.hdr.sgml : 20120214
<ACCEPTANCE-DATETIME>20120214141713
ACCESSION NUMBER: 0001323953-12-000010
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20120214
DATE AS OF CHANGE: 20120214
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: 12607712
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
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>rgmguid13GA22011.txt
<DESCRIPTION>GUIDANCE 13G/A 2011
<TEXT>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Guidance Software Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
401692108
(CUSIP Number)
December 31, 2011
--------------------------------------------------------------------------------
(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
2,877,263
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
2,877,263
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,877,263
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)
11.28%
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
2,877,263
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
2,877,263
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,877,263
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)
11.28%
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
1,358,946
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,358,946
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,358,946
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.33%
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
1,358,946
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,358,946
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,358,946
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.33%
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
1,358,946
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,358,946
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,358,946
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.33%
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:
2,877,263
-------------------------------------------------------------------
(b) Percent of class:
11.28%
-------------------------------------------------------------------
(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
2,877,263
--------------------,
(iii) Sole power to dispose or to direct the
disposition of 0
--------------------,
(iv) Shared power to dispose or to direct the
disposition of 2,877,263
--------------------.
As of the date of this filing, RGM Capital, LLC beneficially owns 2,877,263
shares of Common Stock, which constitutes approximately 11.28% 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 August 5,
2011.
As of the date of this filing, Duke University beneficially owns 1,358,946
shares of Common Stock, which constitutes approximately 5.33% 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 August 5,
2011. Of the above 1,358,946 shares of Common Stock, Duke University and
DUMAC, LLC have shared dispositive power over 1,358,946 shares of Common
Stock.
Blackwell Partners LLC beneficially owns, and has sole voting and dispositive
power over 1,358,946 shares of Common Stock, which constitutes approximately
5.33% 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 14, 2012
-------------------------------------
(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. 2 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 14, 2012
-------------------------------------
(Date)
RGM CAPITAL, LLC
By: /s/ Robert G. Moses
---------------------------
Name: Robert G. Moses
Title: Managing Member
Robert G. Moses
By: /s/ Robert G. Moses
---------------------------
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>