0001179110-17-012341.txt : 20170915 0001179110-17-012341.hdr.sgml : 20170915 20170915174658 ACCESSION NUMBER: 0001179110-17-012341 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170914 FILED AS OF DATE: 20170915 DATE AS OF CHANGE: 20170915 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: van der Colff Rasmus CENTRAL INDEX KEY: 0001420168 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33197 FILM NUMBER: 171088720 MAIL ADDRESS: STREET 1: 29903 AGOURA ROAD CITY: AGOURA HILLS STATE: CA ZIP: 91301 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Guidance Software, Inc. CENTRAL INDEX KEY: 0001375557 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 954661210 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1055 EAST COLORADO BOULEVARD CITY: PASADENA STATE: CA ZIP: 91101-2375 BUSINESS PHONE: 626-229-9191 MAIL ADDRESS: STREET 1: 1055 EAST COLORADO BOULEVARD CITY: PASADENA STATE: CA ZIP: 91101-2375 FORMER COMPANY: FORMER CONFORMED NAME: United Online, Inc. DATE OF NAME CHANGE: 20150812 FORMER COMPANY: FORMER CONFORMED NAME: Guidance Software, Inc. DATE OF NAME CHANGE: 20060914 4 1 edgar.xml FORM 4 - X0306 4 2017-09-14 0 0001375557 Guidance Software, Inc. GUID 0001420168 van der Colff Rasmus 1055 COLORADO BLVD. PASADENA CA 91106 0 1 0 0 CAO/VP of Finance Common Stock 2017-09-14 4 D 0 127554 D 0 D STOCK OPTION (RIGHT TO BUY) 4 2017-09-14 4 D 0 22000 D 2019-04-20 Common Stock 22000 0 D 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. 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. 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. /s/ Rasmus Van der Colff 2017-09-15