FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MARCIANO PAUL
2. Issuer Name and Ticker or Trading Symbol

GUESS INC [ GES ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EC & Chief Creative Officer
(Last)          (First)          (Middle)

C/O GUESS?, INC., 1444 S. ALAMEDA STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

3/30/2016
(Street)

LOS ANGELES, CA 90021
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   3/30/2016     A    175866   (1) A $0   408742   (2) D  
 
Common Stock                  370309   I   by Nonexempt Gift Trust   (3)
Common Stock                  339005   I   by G Financial Holdings II, LLC   (4)
Common Stock                  8552318   (2) I   by Paul Marciano Trust   (5)
Common Stock                  349491   I   by PM Special Exempt Trust   (6)
Common Stock                  170666   I   by G Financial Holdings, LLC   (7)
Common Stock                  1481700   I   by NRG Capital Holdings, LLC   (8)
Common Stock                  105977   I   by Exempt Gift Trust   (9)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Acquired pursuant to Issuer's employee equity plan upon achievement of previously established performance criteria.
( 2)  Reflects changes in form of ownership that are exempt pursuant to Rule 16a-13 under the Securities Exchange Act of 1934 since there was no change in pecuniary interest.
( 3)  Shares are held by the Nonexempt Gift Trust under the Next Step Trust, of which the reporting person is the sole trustee. The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.
( 4)  Shares are held by G Financial Holdings II, LLC which is indirectly owned by the reporting person.
( 5)  Shares are held by the Paul Marciano Trust dated 2/20/86, a revocable trust of which the reporting person is the sole trustee and sole beneficiary and has the exclusive pecuniary interest.
( 6)  Shares are held by Paul Marciano Special Exempt Trust, of which the reporting person has sole investment power.
( 7)  Shares are held by G Financial Holdings, LLC which is indirectly owned by the reporting person.
( 8)  Share are held by NRG Capital Holdings, LLC in accounts specifically allocated to trusts for the benefit of the reporting person and his minor children.
( 9)  Shares are held by Exempt Gift Trust under the Next Step Trust, of which the reporting person is the sole trustee. The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MARCIANO PAUL
C/O GUESS?, INC.
1444 S. ALAMEDA STREET
LOS ANGELES, CA 90021
X X EC & Chief Creative Officer

Signatures
/s/ Jason T. Miller (Attorney-in-fact) 4/1/2016
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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