|
|
|
|
|
|
UNITED
STATES
|
|
|
|
SECURITIES
AND EXCHANGE COMMISSION
|
|
|
|
Washington,
D.C. 20549
|
|
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
(Amendment
No. 16)*
|
|
|
|
|
|
Guess?,
Inc.
(Name of
Issuer)
|
|
Common
Stock
(Title of Class
of Securities)
401617 10
5
(CUSIP
Number)
Maurice
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)
|
|
|
|
|
|
August 29,
2020
(Date of Event
Which Requires Filing of this Statement)
|
|
|
|
|
|
|
|
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.
¨
|
|
|
|
|
|
|
|
* 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.
|
|
|
|
|
|
|
|
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).
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP
No. 401617 10 5
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only)
Maurice
Marciano
|
|
|
|
|
|
2.
|
|
Check the
Appropriate Box if a Member of a Group (See
Instructions)
|
|
|
|
|
|
(a)
|
o
|
|
|
|
|
|
(b)
|
o
|
|
|
|
|
|
3.
|
|
SEC Use
Only
|
|
|
|
|
|
4.
|
|
Source of Funds
(See Instructions)
|
|
|
|
|
|
5.
|
|
Check if
Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
|
|
|
|
|
|
Item
2(d)
|
o
|
|
|
|
|
|
Item
2(e)
|
o
|
|
|
|
|
|
6.
|
|
Citizenship or
Place of Organization
Republic of
France
|
|
|
|
|
|
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7.
|
Sole Voting
Power
None
|
|
|
|
8.
|
Shared Voting
Power
10,279,989
|
|
|
|
9.
|
Sole Dispositive
Power
None
|
|
|
|
10.
|
Shared Dispositive
Power
11,614,680
|
|
|
|
|
|
11.
|
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
12,124,351 (1)
|
|
|
|
|
|
12.
|
|
Check if the
Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
|
|
|
|
|
|
13.
|
|
Percent of Class
Represented by Amount in Row (11)
19.0%
(2)
|
|
|
|
|
|
14.
|
|
Type of Reporting
Person (See Instructions)
IN
|
______________________
(1) Includes
11,443,331 shares which are also deemed to be beneficially owned by
the Reporting Person’s brother, Paul Marciano, and includable in
reports on Schedule 13D filed by Paul Marciano.
(2) Based
on 63,676,999 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.
This Amendment
No. 16 to Schedule 13D amends or amends and restates, where
indicated, the statement on Schedule 13D relating to the Common
Stock of the Issuer filed by Maurice Marciano with the Securities
and Exchange Commission on June 10, 2003, as amended by
filings on June 21, 2004, July 8, 2004, October 21,
2004, May 15, 2006, February 20, 2007, July 23,
2007, October 18, 2007, April 23, 2008, January 29,
2010, April 27, 2010, August 8, 2011, September 19,
2012, February 6, 2014, August 5, 2014 and May 14, 2019.
Capitalized terms used in this Amendment No. 16 but not
otherwise defined herein have the meanings given to them in the
initial Schedule 13D.
This Amendment
No. 16 is being made to reflect an increase in the percentage
of shares of Guess?, Inc. beneficially owned by Maurice Marciano,
due primarily to a reduction in the total number of Guess?, Inc.
shares outstanding as a result of share repurchases by Guess?, Inc.
Except as otherwise set forth herein, this Amendment No. 16
does not modify any of the information previously reported by
Maurice Marciano in the Schedule 13D as amended to
date.
Item
5. Interest
in Securities of the Issuer
(a) As of
September 2, 2020, Maurice Marciano may be deemed to beneficially
own 12,124,351 shares of Common Stock which represents 19.0% of
the 63,676,999
shares of the
Common Stock that would be outstanding if he were to exercise all
options exercisable within 60 days. 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, Paul Marciano, and includable in
reports on Schedule 13D filed by Paul Marciano.
(b) The
breakdown of voting and investment power is as
follows:
|
|
|
|
|
|
|
|
|
|
Holding
|
|
Number of
Shares
|
|
Voting Power
|
|
Investment
Power
|
|
Maurice
Marciano
|
|
8,294
|
(1)
|
|
Shared
|
|
Shared
|
|
Maurice Marciano
Trust
|
|
4,598,087
|
(1)
|
|
Shared
|
|
Shared
|
|
Maurice Marciano
Gift Trust
FBO Caroline Marciano
|
|
70
|
|
|
Shared
|
|
Shared
|
|
Maurice Marciano
Special Exempt Trust
|
|
349,491
|
(1)
|
|
None
|
|
Shared
|
|
Carolem Capital,
LLC
|
|
1,500,000
|
(1)
|
|
Shared as to
375,000,
none as to 1,125,000
|
|
Shared
|
|
G Financial
Holdings, LLC
|
|
170,666
|
(1)(2)
|
|
Shared
|
|
None
|
|
G Financial
Holdings II, LLC
|
|
339,005
|
(1)(2)
|
|
Shared
|
|
None
|
|
Next Step
Capital, LLC
|
|
103,801
|
(1)
|
|
Shared as to
11,400, none as to 92,401
|
|
Shared
|
|
Next Step Capital
II, LLC
|
|
554,940
|
(1)
|
|
Shared as to
277,470, none as to 277,470
|
|
Shared
|
|
Maurice Marciano
Family Foundation
|
|
50,000
|
(3)
|
|
Shared
|
|
Shared
|
|
MM CRUT,
LLC
|
|
1,955,000
|
(1)
|
|
Shared
|
|
Shared
|
|
MM CRUT II,
LLC
|
|
230,365
|
|
|
Shared
|
|
Shared
|
|
Maurice Marciano
Charitable Remainder Unitrust II
|
|
1,797,522
|
(1)
|
|
Shared
|
|
Shared
|
|
G2
Trust
|
|
264,384
|
(2)
|
|
Shared
|
|
Shared
|
|
Exempt G2
Trust
|
|
136,201
|
(2)
|
|
Shared
|
|
Shared
|
|
Options
exercisable by Maurice Marciano within 60 days
|
|
66,525
|
(1)
|
|
Shared
|
|
Shared
|
______________________
|
|
|
(1)
|
Includes shares
which are also deemed to be beneficially owned by the Reporting
Person’s brother, Paul Marciano, and includable in reports on
Schedule 13D filed by Paul 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 non-profit corporation.
|
(c) During
the past sixty days, Maurice Marciano has not acquired or
disposed of any shares of Common Stock of Guess?, Inc. This
Amendment No. 15 is being made to reflect an increase in the
percentage of shares of Guess?, Inc. beneficially owned by Maurice
Marciano, due primarily to a reduction in the total number of
Guess?, Inc. shares outstanding as a result of share repurchases by
Guess?, Inc.
(d) See Item
5(b).
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
|
|
|
|
|
/s/ Jason Miller
(as attorney-in-fact for Maurice Marciano)
|
|
|
Signature of
Reporting Person
|
