SEC Form 4 · accession 0001179110-17-012342
Guidance Software, Inc. · GUID
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Barry J Plaga
Officer — CFO and COO
Period of report
Sep 14, 2017
Accepted (ET)
Sep 15, 2017 · 5:48 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001375557
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Sep 14, 2017 | D | 543,044 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| STOCK OPTION (RIGHT TO BUY)F3 | $5.22 | Sep 14, 2017 | D | 75,000 | D | — | Feb 10, 2020 | Common Stock | 75,000 | 0 | D |
| STOCK OPTION (RIGHT TO BUY)F3 | $6.00 | Sep 14, 2017 | D | 125,000 | D | — | Feb 11, 2025 | Common Stock | 125,000 | 0 | D |
Explanation of responses
- F1Pursuant 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 167094 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 219886 shares of unvested time-based restricted stock shares and 156064 unvested performance-based restricted stock (based on 100% target performance), each of which was cancelled in exchange for Offer Price.
- F2Pursuant 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.
- F3Pursuant 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.