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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
13D
Under the
Securities Exchange Act of 1934
(Amendment
No.___)*
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Guess?,
Inc.
(Name of
Issuer)
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Common
Stock
(Title of Class
of Securities)
401617 10
5
(CUSIP
Number)
Paul
Marciano
Guess?,
Inc.
1444 South
Alameda Street
Los Angeles,
CA 90021
(213)
765-3100
(Name, Address
and Telephone Number of Person Authorized to Receive Notices and
Communications)
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August 18,
2020
(Date of Event
Which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), Rule
13d-1(f) or Rule 13d-1(g), check the following box.
¨
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* 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 disclosures provided in a prior cover
page.
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The information
required on 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).
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CUSIP
No. 401617 10 5
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1.
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Names of
Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only)
Paul
Marciano
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2.
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Check the
Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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(b)
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3.
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SEC Use
Only
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4.
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Source of Funds
(See Instructions)
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5.
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Check if
Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
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Item
2(d)
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Item
2(e)
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6.
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Citizenship or
Place of Organization
United States of
America
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7.
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Sole Voting
Power
13,221,959
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8.
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Shared Voting
Power
9,089,298
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9.
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Sole Dispositive
Power
13,348,034
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10.
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Shared Dispositive
Power
10,933,660
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11.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
24,281,694 (1)
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12.
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Check if the
Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
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13.
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Percent of Class
Represented by Amount in Row (11)
38.0% (2)
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14.
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Type of Reporting
Person (See Instructions)
IN
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______________________
(1) Includes
11,443,331 shares which are also deemed to be beneficially owned by
the Reporting Person’s brother, Maurice Marciano, and includable in
reports on Schedule 13D filed by Maurice Marciano.
(2) Based
on 63,850,699
shares of Common
stock outstanding on August 29, 2020 according to information
provided by the Issuer, including adjustments to reflect options
exercisable within 60 days.
Introductory
Note
The Reporting
Person (as defined in Item 2 below) previously reported beneficial
ownership of Common Stock (as defined in Item 1 below) of Guess?,
Inc. in statements (including amendments thereto) on Schedule 13G.
The previous statements on Schedule 13G were filed pursuant to Rule
13d-1(d) and Section 13(d)(6)(B) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”). The Reporting Person is
filing this Statement on Schedule 13D because, as a result of
changes to the voting and/or investment power over the shares held
by certain entities, the Reporting Person may be deemed to have
acquired beneficial ownership of more than 2% of the outstanding
Common Stock of Guess?, Inc. during the preceding twelve
months.
Item
1.
Security and
Issuer
This Schedule 13D
relates to the common stock (the “Common Stock”) of Guess?, Inc.
(the “Issuer”). The principal executive offices of the Issuer are
located at 1444 South Alameda Street, Los Angeles, CA
90021.
Item
2.
Identity and
Background
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(a)
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Paul Marciano
(the “Reporting Person”)
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(b)
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The Reporting
Person’s business address is at 1444 South Alameda Street, Los
Angeles, CA 90021.
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(c)
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The Reporting
Person is the Chief Creative Officer and a Director of the Issuer.
He joined the Issuer in 1981, two months after it was
established.
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(d)
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and (e) The
Reporting person has not, within the past five years, been
convicted in a criminal proceeding (excluding traffic violation or
similar misdemeanor) and has not been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a
result of which he was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
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(f)
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The Reporting
Person is a citizen of the United States of America.
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Item
3.
Source and
Amount of Funds or Other Considerations
None
Item
4.
Purpose of
Transaction
On August 18,
2020, the beneficial ownership of the Reporting Person increased by
over 2%, necessitating a switch to reporting on Schedule 13D, as a
result of changes to his investment and voting power that took
effect when he was appointed co-trustee or co-investment manager of
entities beneficially owned by his brother, Maurice Marciano. The
appointments were made for financial planning purposes as Maurice
Marciano undergoes rehabilitation from injuries sustained in a
bicycle accident, as previously announced by the Issuer in a
Current Report on Form 8-K filed on August 14, 2020.
The Reporting
Person has played an integral role in the growth of the Issuer
since 1981. He does not have present plans or proposals that relate
to or would result in any of the following (i) the acquisition
by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer; (ii) an extraordinary
corporate transaction, such as a merger, reorganization, or
liquidation, involving the Issuer or any of its subsidiaries;
(iii) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries; (iv) any change in the
present board of directors or management of the Issuer, including
any plans or proposals to change the number or term of directors or
to fill any existing vacancies on the board; (v) any material
change in the present capitalization or dividend policy of the
Issuer; (vi) any other material change in the Issuer’s
business or corporate structure; (vii) changes in the Issuer’s
certificate of incorporation, bylaws, or instruments corresponding
thereto or other actions that may impede the acquisition of control
of the Issuer by any person; (viii) causing a class of
securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association; (ix) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934,
as amended; or (x) any action similar to any of those
enumerated above.
Item
5. Interest
in Securities of the Issuer
(a) The
aggregate number of shares beneficially owned by the Reporting
Person is 24,281,694 shares of Common Stock (including the right to
acquire 240,225 shares within 60 days) which equals 38.0% of
the 63,850,699
shares
of
Common Stock that
would be outstanding if all of the rights to acquire shares within
60 days were exercised. The aggregate number of shares beneficially
owned by the Reporting Person includes 11,443,331 shares which are
also deemed to be beneficially owned by the Reporting Person’s
brother, Maurice Marciano, and includable in reports on Schedule
13D filed by Maurice Marciano.
(b) The
breakdown of voting and investment power is as
follows:
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Holder
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Number of
Shares
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Voting Power
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Investment Power
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Paul
Marciano
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155,751
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Sole
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Sole
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Maurice
Marciano
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8,294
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(1)(2)
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Shared
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Shared
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Paul Marciano
Trust
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9,966,935
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Sole
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Sole
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Maurice Marciano
Trust
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4,598,087
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(1)(2)
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Shared
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Shared
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NRG Capital
Holdings, LLC
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1,481,700
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Sole as to
370,425, none as to remainder
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Sole
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G Financial
Holdings, LLC
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170,666
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(1)
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None
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Sole
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G Financial
Holdings II, LLC
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339,005
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(1)
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None
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Sole
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Carolem Capital,
LLC
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1,500,000
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(1)(2)
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Sole as to
1,125,000, shared as to 375,000
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Shared
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Next Step
Capital, LLC
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103,801
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(1)(2)
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Sole as to
92,401, shared as to 11,400
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Shared
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Next Step Capital
II, LLC
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554,940
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(1)(2)
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Sole as to
277,470, shared as to 277,470
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Shared
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Maurice Marciano
Special Exempt Trust
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349,491
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(1)(2)
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Sole
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Shared
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MM CRUT,
LLC
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1,955,000
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(1)(2)
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Shared
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Shared
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Maurice Marciano
Charitable Remainder Unitrust II
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1,797,522
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(1)(2)
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Shared
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Shared
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Paul Marciano
Special Exempt Trust
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349,491
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None
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Sole
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Nonexempt Gift
Trust under the Next Step Trust
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370,309
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(2)
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Sole
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Sole
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Exempt Gift Trust
under the Next Step Trust
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105,977
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(2)
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Sole
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Sole
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Paul Marciano
Foundation
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234,500
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(3)
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Sole
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Sole
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Options
exercisable by Reporting Person within 60 days
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173,700
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Sole
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Sole
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Options
exercisable by Maurice Marciano within 60 days
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66,525
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(1)(2)
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Shared
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Shared
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(1) Includes
shares which are also deemed to be beneficially owned by the
Reporting Person’s brother, Maurice Marciano, and includable in
reports on Schedule 13D filed by Maurice Marciano.
(2) The Reporting
Person disclaims beneficial ownership of these shares, except to
the extent of his pecuniary interest therein.
(3) The Reporting
Person has no pecuniary interest in these shares, which are owned
by a nonprofit corporation.
_____________________________________
(c) No
transactions in shares of Common Stock have been effected in the
past sixty days.
(d) See Item
5(b)
(e) Not
applicable
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
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None
Item
7.
Material to
Be Filed as Exhibits
None
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.
Date: September
2, 2020
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/s/ Paul
Marciano
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PAUL
MARCIANO
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