Statement of Changes in Beneficial Ownership (4)
February 11 2020 - 5:14PM
Edgar (US Regulatory)
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
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1. Name and Address of Reporting Person
*
MARCIANO PAUL |
2. Issuer Name and Ticker or Trading Symbol
GUESS INC
[
GES
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Creative Officer |
(Last)
(First)
(Middle)
C/O GUESS?, INC., 1444 SOUTH ALAMEDA STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/7/2020 |
(Street)
LOS ANGELES, CA 90021
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 2/7/2020 | | A | | 174025 (1) | A | $0 | 192883 (2) | D | |
Common Stock | 2/7/2020 | | F | | 77670 | D | $21.78 | 115213 | D | |
Common Stock | | | | | | | | 9492421 (2) | I | by Paul Marciano Trust (3) |
Common Stock | | | | | | | | 105977 | I | by Exempt Gift Trust (4) |
Common Stock | | | | | | | | 370309 | I | by Nonexempt Gift Trust (5) |
Common Stock | | | | | | | | 349491 | I | by PM Special Exempt Trust (6) |
Common Stock | | | | | | | | 170666 | I | by G Financial Holdings, LLC (7) |
Common Stock | | | | | | | | 339005 | I | by G Financial Holdings II, LLC (8) |
Common Stock | | | | | | | | 1481700 | I | by NRG Capital Holdings, LLC (9) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 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. |
(4) | Shares are held by Exempt Gift Trust under the Next Step Trust, of which the reporting is the sole trustee. The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. |
(5) | 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. |
(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) | Shares are held by G Financial Holdings II, LLC which is indirectly owned by the reporting person. |
(9) | Shares are held by NRG Capital Holdings, LLC in accounts specifically allocated to trusts for the benefit of the reporting persons and his minor children. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
MARCIANO PAUL C/O GUESS?, INC. 1444 SOUTH ALAMEDA STREET LOS ANGELES, CA 90021 | X | X | Chief Creative Officer |
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Signatures
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/s/ Jason T. Miller (Attorney-in-fact) | | 2/11/2020 |
**Signature of Reporting Person | Date |
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