ThZeal - The Zeal

SEC FORM 5 SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Limongelli Victor

(Last)

(First)

(Middle)

C/O GUIDANCE SOFTWARE, INC.

215 NORTH MARENGO AVE.

(Street)

PASADENA

91101

(City)

(State)

(Zip)

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)
	CEO and Director

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾⁽³⁾	12/07/2007		A4	100,000	A	$0	103,661	D
Common Stock⁽¹⁾⁽³⁾	01/19/2008		D4	100,000	D	$0	0	D
Common Stock⁽¹⁾⁽³⁾	01/19/2008		A4	100,000	A	$0	103,661	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option Right to Buy⁽²⁾⁽³⁾	$12.8	12/06/2007		4A	500,000		⁽²⁾	12/05/2017	Common Stock	500,000	$0	879,154	D
Stock Option Right to Buy⁽²⁾⁽³⁾	$12.8	01/19/2008		4D		300,000	⁽²⁾	12/05/2017	Common Stock	300,000	$0	579,154	D
Stock Option Right to Buy⁽²⁾⁽³⁾	$12.8	01/19/2008		4A	300,000		⁽²⁾	12/05/2017	Common Stock	300,000	$0	879,154	D

Explanation of Responses:

1. The Restricted Stock Award Agreement between Mr. Limongelli and the Company, and applicable vesting schedule, was disclosed as Exhibit 99.2 to the Company's 8-K filing of December 7, 2007 and remains effective, subject to the modification stated in (4) of this filing.

2. The Stock Option Agreement between Mr. Limongelli and the Company, and its applicable vesting schedule, was disclosed as Exhibit 99.2 to the Company's 8-K filing of December 7, 2007 and remains effective, subject to the modification stated in (4) of this filing.

3. As disclosed in the Company's 8-K filing of December 7, 2007, the Board of Directors granted Mr. Limongelli a restricted stock award representing 100,000 shares of Company common stock and a stock option grant representing the right to acquire 500,000 shares of Company common stock (the "Original Awards"). The restricted stock award and 300,000 of the 500,000 options granted under the stock option grant were cancelled under an agreement between Mr. Limongelli and the Company's Board of Directors on January 19, 2008 in a transaction exempt under Rule 16b-3(e), and a new grant of a restricted stock award representing 100,000 shares of Company common stock and an option representing the right to acquire 300,000 shares of Company common stock were awarded to Mr. Limongelli as of January 19, 2008 ("Revised Awards") in a transaction exempt under Rule 16b(3)(d)(1). Except for the revision to the grant date, all other material terms of the Revised Awards remain the same as the Original Awards.

	/s/ Victor Limongelli	02/14/2008
	** Signature of Reporting Person	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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